Spider-Team 2
by ashlawnpb
Summary: Harry Osborn has taken over the mantle of Spider-Man and now he needs to build a new team to help fight the biggest battle that the city of New York has ever seen.
1. Bang in the night

**Here is the next installment of Spider-Team. If you haven't yet read the first installment, you might find it useful, because there will be spoilers ahead. Enjoy!**

* * *

It was a cold dark night and Spider-Man was swinging through New York city, patrolling the night in case a crime was about to be committed. So much had changed in his life over the last year. For starters, the person who now held the Spider-Man persona, was not the holder of that tile a year ago. Peter Parker had sacrificed himself in a battle with the Green Goblin, to save his friends, family and the city of New York. His friend and closest ally, Harry Osborn had injected himself with the same spider venom that had caused Peter to gain his powers and had joined the battle. It was him who now swung through the city.

It had been 4 months since Peter had died and Harry, along with his girlfriend Gwen Stacy, was slowly getting over that fact. He came out every evening to get some fresh air and think about all the good times they had had and also could have had, if it wasn't for his father killing his best friend. Harry's grip tightened on the web he was hanging from as the memories flooded through his mind. With a final swing he gracefully landed through the hole in the roof of his house. The hidden hatch swung shut, closing him off from the outside world. He reached up to his head and pulled the mask off as he began to make his way downstairs to the living room.

"Hey there," an awaiting Gwen said, as he walked through the door.

"Hey," he quietly replied, slinging the mask onto a chair and walking over to his girlfriend, embracing her.

"Still finding it hard then?" she asked.

"I don't know when I will stop finding hard. I just can't believe he is gone."

"Just remember what Aunt May said. You have been given a fantastic opportunity and none of this was your fault. Had no idea what your dad was up too and there was no way you could have stopped even if you did. You can now do good to restore the Osborn moral fiber."

"You're right," Harry said pulling himself upright. "I can do this for Pete and show the world I am nothing like my father."

"That's the spirit," Gwen said, a smile beaming across her face. "So, were there any interesting criminals out and about tonight?"

"Not really. The most action I saw tonight were a few idiot kids who thought they could try robbing a convenience store. They claimed they were just hanging around doing nothing."

"Very good," Gwen said, getting the joke. "And now they are hanging around from your webs."

"You are just too clever," Harry replied, as he moved into the laboratory, hidden behind the fireplace.

Two minutes later he emerged wearing a pair of jogging bottoms and a loose fitting t-shirt. On his feet he had slipped on a pair of flip flops.

"Comfortable?" Gwen asked.

"Yeah. The suit is nice, but it is nice to be in ordinary clothes every now and then. Any activity on the cameras?"

"No nothing. I think the criminal classes have been taking a bit of a holiday."

"That's what is worrying. They would never go this long without committing crime if they weren't planning something big."

"Let's just hope you're wrong and the NYPD are being a little more effective."

"Hmmm," Harry murmured. "Is there anything on the TV tonight? I fancy watching something else."

"I think there is a nice nature documentary on tonight," Gwen replied.

"What is it about?"

"Spiders."

"Haha. I just want the rest of the night to be spider free."

"A little difficult when you have spider DNA running through your veins," Gwen gave a squeal of laughter as Harry chased her from the living room and round the downstairs part of the house. She managed to dodge him, but he finally caught her in his embrace back in the living room. He bent down and gave her a kiss on her cheek.

"I love you," he whispered to her.

"And I love you too. Spider-Man."

"So what really is on TV tonight?" Harry asked."

"There is a nature documentary that I would like to see. Don't worry, it isn't on spiders. It's about the sea."

"Sounds interesting. Shall we?"

"We shall."

Harry pushed a few buttons on the console in front of them and the room began to transform in front of their eyes. As quickly as the transformation had started, it stopped, the sofa clicking into place and a normal living room sat where once a high tech, superhero nerve centre was. Gwen flicked the TV on and tuned it to the channel the documentary would be on. Harry went to the kitchen and came back just as the programme began, carrying a tray laded with drinks and a large bowl full of popcorn. The pair settled down to watch the show.

* * *

About an hour later, the show was just coming to an end and the adverts came on promoting the various products that were being peddled to those watching. Gwen sat back on the sofa and glanced down at a sleeping Harry, his head laying in her lap. She loved watching him sleep, all peaceful and calm and safe with her, away from the dangers of fighting crime in the dark streets of the city.

Suddenly the shutters began to descend over the windows and a red light began to flash over the fireplace. Gwen shook Harry awake.

"Oi, I was enjoying that dream. What's up?" Harry said groggily.

"The security light is flashing and the shutters have come down," Gwen said hurriedly.

As soon as she had said that, Harry jumped up and ran over to the Athena statue, twisting the staff round. The living room began to transform back into the nerve centre. Gwen managed to clear the sofa before it descended into the floor and was replaced by the main console unit.

"What has tripped the alert?" Gwen asked.

Harry began to tap out on the computer and search through the CCTV footage from the cameras surrounding the house.

"I don't know. There doesn't seem to be anything that could have caused it. It could have just been a glitch in the system."

"Wait, stop there!" Gwen exclaimed.

Harry stopped the footage playback.

"Rewind a few frames."

By pressing a button, the video wound back a few frames to show a dark silhouette of a figure, perched on the roof next to their house.

"Who is that?" Gwen asked.

"I don't know; I can't get a good enough image. They are just out of range of the infrared lights," Harry said as he tried to adjust the lighting of the freeze frame. "It could just be a burglar in the house next door."

"Should we call the police?" Gwen asked.

"Hang on, let me check something."

After tapping a few more keys, the CCTV footage moved to one side of the wall full of screens and several small windows opened showing more CCTV feeds, this time from inside the house next door.

"You have camera's in our neighbour's house?" Gwen said in shock. "Isn't that highly illegal?"

"Well, for starters, I didn't put them there and I have hacked the feed, that bit is the illegal part."

"But how did you know they had them there?"

"When Tony Stark put this system in for us, he offered to put CCTV in and around the houses surrounding us on both sides of the street. People went for it, because he was doing it for free and they wanted that extra security. They control the feeds, but Tony provided me with the access codes."

"Well that makes me feel a little bit better."

"There doesn't seem to be anything out of the ordinary in the neighbour's houses," Harry concluded from his search.

"So that means the figure might be trying to get into our house?" Gwen asked, curiously.

Before Harry could reply, there was a loud bang from upstairs. Gwen grabbed Harry's arm, her nails digging into his flesh. There was another bang, this time louder than the previous. Harry pulled up an image of the house on the screen and ran diagnostics. A third bang sounded and as it did, the house plan highlighted red on the screen, where the sound was coming from.

"Someone is trying to break in through the roof. They must have found the hatch," Harry said. "Did you deadlock the house when you closed the hatch earlier?"

"Yes, I always double check every time I do it," Gwen replied.

"I need to go and have a look," Harry said.

"You aren't going to leave me on my own are you?"

"Come on then."

The pair of them moved up the stairs and into the loft area. As they entered, Harry turned the light on and then a fourth bang sounded. It was much louder now they were next to the sound. The fourth bang was definitely the hardest hitting one, as a large bump appeared in the shielding of the roof.

"What is out there?" Gwen asked, her voice and body shaking.

"I have no idea, but no ordinary person could do that. The shielding is not going to last much longer."

And then, almost as if the being outside was working on cue, a fifth and final bang, brought the hatch crashing into the loft and a figure followed it in. Harry pulled Gwen behind him and got into a defensive stance. The figure got up from a crumpled heap it had landed in and stood right underneath the loft light, bathed in the yellow hue of the bulb. The figure was dressed head to toe in a red skintight suit, with large jagged white eyes in the mask and a blue sleeveless hoodie with a large black spider on the front.

"Didn't I say I had had enough of spiders for today?" Harry said out loud.

"Hey, sorry have I come to the wrong place?" the figure asked.

"I don't know," Harry said. "That all depends on where you are supposed to be."

"I was told this was the home of Spider-Man. Sorry I broke in, but your doorbell didn't seem to be working and I couldn't get an infrared reading on the house."

"Couldn't you have just waited for Spider-Man when he was on his patrol?" Harry asked.

"So he does live here?"

"That isn't what I said. Why couldn't you wait to see him in person, rather than breaking into a house, hoping he would be there?"

"Well I have only just got to the city and this was where I was told to come. Also, it is the only house for miles around with some serious shielding. So I reckon my chances are quite high."

"Who are you?" Gwen asked, peering round Harry's body.

"The name's Scarlet Spider and I fight crime in the shadows around the country. Where is Spider-Man?"

"Why should I tell you where he is?" Harry asked.

"I'm here to join his team. I want to help him protect New York. After the previous Spider-Man was killed bad things have been happening and I think the city hasn't seen the worst that is out there. I can be the help and support he needs."

"Spider-Man isn't a very trusting person. He needs proof and a proper identification before he will work with anyone. Give me that and I will let him know when he gets back," Harry said.

"Ok then," Scarlet Spider said.

He reached up to his mask and pulled it off. Harry and Gwen took in a shocked gasp.

"What is it? You look like you have seen a ghost."

There was a momentary pause and then it hit Scarlet Spider.

"Oh yeah, I look exactly like the dead Spider-Man. I am the spitting image of Peter Parker. That is a complicated story, the simple version being that I am a clone of the original Spider-Man, but I ran away to start my own life and I dyed my hair and changed my name. Hi, I'm Ben Reilly."

"You might want to tell us the long story another time," Harry said.

"Yeah if I am still in contact. Who are you two?"

"Just give us a second," Harry said, shoving Gwen out of the loft and down to the landing below.

"What are you doing," she asked.

"I don't know. He has just told us his secret identity and he says he is here to help. I could do with a partner out there. Peter had Kelvin, but I have no one. What do I do?"

"Ok, ok. Find out who sent him. He was clearly told about us being here. If he can prove who sent him, then we can probably trust him. If not, we use the loft's secondary defence system and knock him out onto the street."

The two of them moved back into the loft.

"Um who told you that you could find Spider-Man here?" Harry asked.

"Some bloke called Phil Coulson. He tried to get me to work for some organisation called SHIELD. I told him no and then he suggested I come here. I liked the sound of that better."

"Could you prove that he sent you?" Gwen asked.

"Well this suit doesn't really allow for pockets, but Phil did give me this card to give you."

Scarlet Spider pulled a card from inside his hoodie and handed it to Harry. Harry studied it closely and using his enhanced eyesight, was able to see a small message written on the card, too small for a regular human eye to read without the aid of a microscope. It read:

 _Mr. Reilly has my full confidence and you will need him with what the whisperings of the underground crime groups are saying. Use him well._

 _Phil_

Harry looked up from the card and towards Gwen. He gave a small nod.

"My name is Harry and this is Gwen. We work together with Spider-Man. If you come downstairs with us, we will get him to come and see you."

"Excellent!"

"Firstly though, we need to patch up the hole you have left in our roof."

Harry walked over to a large grey box that was mounted on the wall. Opening it up, he revealed a series of flashing lights and buttons. He pressed a couple of buttons and then a weird buzzing noise began to emanate from the hole. As they watched, a brand new hatch began to appear and cover the gap.

"Nano technology," Harry said to a confused Ben. "Millions of nanobots can rebuild large sections of the house in no time. There, a brand new hatch and no clue that the previous one has gone. It is designed to be weathered like its predecessor, so the neighbours have no idea. Now, let's go downstairs."

Harry closed the box and motioned for Ben to follow Gwen down to the living room. He made sure to follow him, just to be sure he couldn't pull a surprise attack. When they had gotten downstairs, Ben looked round in awe.

"This is an amazing setup you have here. You must have some serious money to have all this equipment."

"Just some very rich and generous friends," Harry replied. "Now, if you'll just wait here, I'll go and call Spider-Man."

Harry moved into the laboratory behind the fireplace and out of Ben's view. He walked over to the cupboard where he stored his suit. As he began to change into it, he pretended to call Spider-Man, getting him to come back to the house. After about a minute, he burst back into the living room dressed in the suit.

"So, you are the intruder who has broken into my house," he said as Spider-Man to an awaiting Ben.

"Spider-Man it is such an honour to meet you. After what you did to defeat the Goblin, I have longed for the day I could meet you," Ben held out his gloved hand to shake Harry's gloved one.

"Well I have been informed that Phil Coulson is the one who tipped you off to coming to our aid. Can we really trust you?"

"Absolutely. I will never reveal any of the information that we discuss and I promise to keep identities completely secret, never telling another soul."

"Well then, I suppose I can tell you my secret identity as you have been gracious enough to tell us yours."

Harry reached up and pulled his mask off. The sight of Ben's face, made Harry wish he had a camera in his hand to get the money shot.

"Well, I didn't see that one coming."

"That's the whole idea," Harry replied. "So welcome to the Spider-Team Ben. I hope we have a good and fruitful partnership."

Harry reached out his hand once more. Ben took hold of it and they shook hands again.

* * *

 **I hope you enjoyed the first chapter. I don't know when the next will be out, I am about to start a new job so my workload will be busy. Please review if you liked it, or even if you didn't. Tell me what I could improve. Thanks.**


	2. Under New Management

**And here is Chapter 2. Enjoy.**

* * *

Light streamed through the curtains and down onto the bed where Ben Reilly was sleeping. He began to stir as the light became too bright for his eyelids to completely shield his eyes from it. He flicked his eyes open and then had a moment of disorientation followed by a realisation of where he was and what had transpired the previous night.

After Harry had revealed himself as Spider-Man, they had sat and talked more about Ben's past and how he had been created as a clone of Peter Parker, the original Spider-Man. He had explained that Peter's mind had been wiped of the event, so he was therefore unknowing that he had a clone. Ben was the survivor. Other clones had failed and died. Realising the truth, he made his escape and changed his identity, ready to forge his own way in the world. He donned the moniker of Scarlet Spider and began to fight the criminal classes in whichever city he laid his head.

There was a knock at the bedroom door and Gwen walked in.

"Morning, I hope I haven't woken you."

After they had talked last night, Gwen and Harry had offered Ben a room to stay and as he hadn't organised somewhere to live, he accepted.

"No, it's fine. I had just woken up anyway," Ben replied.

"I thought I would drop off some clothes for you, seeing as you didn't bring any with you. We still have a load of Peter's old clothes and seeing as you are almost identical to him, I reckon they should fit," Gwen lay a pile of clothes down on a chair opposite the bed.

"Thanks, you didn't have to do that. I tend to just wear my suit," Ben replied.

"Well we do get visitors from time to time and I think it would be hard to explain why you are in the house dressed in your suit. It also might reveal our identities."

"Fair point."

"Anyway, Harry is cooking breakfast. If you want any, it'll be ready in about 10 minutes."

"Thanks, I'll be down soon."

With that, Gwen left the room with a smile and shut the door behind her. Ben lay there for a second, staring at the pile of clothes that she had left. They had belonged to Peter Parker, his genetic donor and a dead man. Excellent, he would be wearing dead man clothes. He made a mental note to ask for new clothes as soon as possible.

Pushing the bedclothes back, Ben leapt out and landed nimbly on the floor. he picked through the clothes and found that Gwen had left a few toiletries and a towel among them. Grabbing them, a t-shirt, some underwear and a pair of trousers, he left to go to the bathroom.

Downstairs Harry was putting the final touches the large pile of pancakes he had been cooking. He set the last one on top of the pile, grabbed a bottle of maple syrup and poured a load over the stack.

"Now that looks delicious," Gwen said as she walked back into the kitchen.

"Thanks," Harry replied. "Is he alright?"

"Yeah, I gave him the clothes and I heard him go into the bathroom a moment ago. Still feels weird looking at him, he looks so much like Peter and now he has his clothes."

"Just think, Pete is gone, but at least there is still something of him in the world. Although he didn't remember, he left some part of him behind that can help protect the world," Harry said cuddling up to Gwen.

Gwen snuggled into Harry's embrace. She always felt safe when with him and in this ever changing world with individuals gaining powers that could destroy civilisation, it was comforting to know she was with someone who had a fighting chance at defending those who were powerless.

Their moment together was interrupted as Ben walked through the door.

"Ahh that was refreshing. I haven't had a hot water shower for a while," Ben said as he plonked himself down in a chair at the kitchen table.

"Seriously, where have you been staying?" Gwen asked as she sat down and Harry brought the stack of pancakes over to the table.

"Dig in," Harry said as he sat down.

Ben reached over and pulled a couple of pancakes onto his plate. As he began to eat, he told them some more about his life on the road.

"Well not having a job and money, all I could do was beg and borrow to try and keep myself going. The only thing I had to wear is my suit as that was what I was wearing after the cloning. I managed to find an old hoodie someone had lost and with some modification, that became part of my costume. As I am sure you might know," he directed the next comment to Harry, "the suit isn't exactly the warmest thing to live in during the winter."

"Well...we do have a slight difference there," Harry said.

"How do you mean?"

"Come with me," Harry said, getting up and beckoning Ben to follow him.

They walked into the living room and Harry went over to the fireplace. There he slid open a hidden panel and tapped a code in. The fireplace then moved backwards and then sank into the ground. Harry moved forward into the laboratory and over to a work bench, on which lay a few swatches of material.

"When Peter was Spider-Man, I began to design a series of new suits for him and one of the things he commented on was the cold getting in the winter. So in these fabrics here, I combined the technology of thermal clothing into the suit and now it is more comfortable to wear in the snow that a big thick coat, scarf, hat and gloves."

"I so need a suit made out of that stuff," Ben said as he examined the swatches.

Suddenly, there was a loud beeping noise.

"What's that?" Ben asked.

"Hang on, what's the day today?" Harry asked.

"Tuesday," Gwen replied.

There was a short pause and realisation hit both Gwen and Harry's faces.

"Briefing," they both said together.

"What's briefing?" Ben inquired as he watched the pair move quickly, tidying things up.

"You know who my dad is, don't you?" Harry asked him.

"Yeah, Norman Osborn. Otherwise known as the Green Goblin."

"Yeah, I try to forget that. Well after he was revealed to be the Goblin, he lost all of his assets and they were passed down to me. I now own Oscorp and all of its associated businesses."

"That must make you really rich," Ben said in awe.

"It will do, when I turn 21 and if the board doesn't try and oust me," Harry beckoned Ben to move out of the lab, which he closed as soon as he crossed into the living room. "I get a briefing every week about the company's progress and today I am expecting them to tell me that I have been ousted."

"They can't do that can they?"

"They think they have, but I am several steps ahead of them. Here, you'll need to put this on."

Harry chucked a box over to Ben.

"What is it?"

"It's a stealth suit, designed to make the wearer invisible and also stop them from being detected by infrared and other techniques."

"Why do I need to wear it?" Ben asked puzzled.

"Because only Gwen is authorised to be with me during the briefing and I am fairly sure whoever they send keeps trying to spy on the house and see what I am up to."

"We have five minutes before they arrive," Gwen said as she walked back into the room.

"Right ok, have you got all the paperwork together?" Harry asked her.

"Yep, all in the briefcase under the sofa."

Ben opened the box and pulled out a strange looking suit. It was see through, except for a couple of areas where it looked like there were flexible computer chips embedded into the fabric.

"Are you sure this will make me invisible, it looks more like the suit will be invisible on me and you'll see everything?"

"Yes it really works, now hurry and go and put it on. We only have three minutes," Harry replied.

Ben moved out of the room and ran upstairs to his room. There he stripped off his clothes and pulled the suit on. Before he pulled the mask on, he stuffed the clothes into the box, replaced the lid and hid it under the bed. He was right though, at the moment, you really could see right through the fabric to his body. Reaching up to his head, he pulled the mask down over it. Instantly as the fabric around the neck touched, it melted into the main suit and became one piece. The suit then became slightly colder and before Ben's eyes, he shimmered out of view. Where his arm should have been, there was nothing, just the view down to the floor.

"Cool," he said out loud, except he didn't. Where there should have been sound, nothing came out. The suit was able to stop him from making an unexpected sound, allowing him to move around, completely unnoticed.

With that, he jumped up to the wall and crawled his way back onto the landing and down the wall next to the stairs, just as the doorbell rang. Harry walked out of the living room and went to answer the door.

"Dr Ratha, please come in," Harry said, moving aside to let the doctor in. "Won't you come through?"

"Thank you Mr Osborn," Dr Ratha said.

The doctor moved in and headed to the living room, Harry following. Before he walked through the doorway, he made sure the doctor was distracted by greeting Gwen and he turned to face exactly where Ben was sitting on the wall. He motioned to him to follow him in.

Ben flipped gracefully over to the opposite wall and crawled through the opening and along the ceiling, perching right above the sofa.

"Well Mr Osborn, how has your week been since we last met?"

"Very good, I just hope the company is doing as well."

"It certainly is. Thank you," he said to Gwen as she handed him a cup of tea. "We actually have some interesting news for you this week."

"You do?" Gwen asked.

"Yes and you might be very interested in it."

"Do tell," Harry said, a slight all knowing smile creeping onto his face as he glanced at Gwen.

"Well Mr Osborn the board has been in discussion for some time as to the best way to move the company forward and we have decided that to do that, we need to bring the company under new management. We would like you to go through some of the proposals and hear your thoughts, before we move to secure winning bids."

"Ah so the board have been in discussion for a while then," Harry said moving forward in his seat and turning to fully face Dr Ratha. "Why was I not informed when the decision was made?"

"It was thought that as you are underage, the better way would be for the board to act on your behalf, allowing you to get on with whatever you young people do these days."

"Dr Ratha, when my father's assets were handed over to me, I promised to be as involved in the company as he was, to help move on from that chapter in its history and make it a company dedicated to helping people. However, all of my initiatives have been beaten down by the board and the company's stocks have fallen to an all-time low. Don't look that surprised, I have been keeping up with the goings on behind the scenes."

"Mr Osborn please understand, the board just thinks that new management and a new face can help turn things around."

"So that is why, right now, Tony Stark is putting pen to paper and buying out the company and all its assets?"

"How did you find out, that was supposed to be top secret?" Dr Ratha asked, shock and surprise filling his face.

Before Harry could reply, his mobile began to ring.

"Please excuse me, I need to take this. It is rather important."

Dr Ratha nodded as Harry answered the call.

"Harry Osborn," he said.

 _"Mr Osborn congratulations, you are now the proud owner of Oscorp Industries," Tony Stark said down the line._

"Thank you very much. Have you informed the board of their status?"

 _"All except for Dr Ratha and let me say, they were not very happy about being fired."_

"Well thank you very much for that and I will see you tomorrow to finalise the paperwork," Harry said and then ended the call.

"That sounded good for you," Dr Ratha said.

"Yes very good for me, but unfortunately for you, it is very bad news. Dr Ratha that was Tony Stark on the phone, just informing me that my plan to buy Oscorp was successful."

"You have bought Oscorp?" Dr Ratha's face filled with dread.

"Yes I have and under the arrangement I have with Mr Stark, the board has been removed and the running of the company will fall under that of Stark Industries on a day to day basis, with myself as the CEO. So Dr Ratha, I'm afraid that means with regret, we must part ways as you are fired."

"But how..." Dr Ratha's face was now filling with rage.

Harry lent over the sofa and pulled out the briefcase and opened it up on the coffee table in front of him. Riffling through some of the papers, he pulled a bundle out and handed them to Dr Ratha.

"These papers will explain all the details of your severance. Now if we are done here, please hand over the papers you brought from Oscorp as they now belong to me and I will see you out."

Dr Ratha rather begrudgingly handed over his Oscorp file, got up from his chair and followed Harry to the door. Before he left the house, the doctor turned to face Harry.

"Mr Osborn you really don't know what forces you are playing with here. You better reverse your decision soon, or you will face some severe consequences," he said in a threatening voice.

"I'll take my chances with it. I am the son of Norman Osborn and power runs through our blood. Have a safe trip home."

Dr Ratha was ready to say something else, but the look on Harry's face made him stop and hurry out through the door, down to his car and off into the distance.

Harry moved back into the house and shut the door. He walked back to the living room, where Gwen was clearing away the tea and papers.

"Well that went well," Gwen said.

"Yeah, better than I thought it would."

Harry raised his arm up and shot a web out and snagged a long coat that was sitting on a hook by the window. Bringing it back towards him, he threw it up to where Ben was on the ceiling.

"Put the coat on and come down," he said.

Ben caught the coat and gently fell down to the floor, wrapping the coat around his body. He then pulled the mask of of his face, his body and the suit coming back into view.

"Well he didn't like that did he," Ben said.

"No I really don't think he was expecting that."

"Oh and you are right, he was definitely scanning the house for bugs and other people," Ben said.

"How do you know," Gwen asked.

"His pen, was sending a signal to his glasses. I was able to hang down behind him and as I caught a glance through his glasses, I saw a data stream going across the glass. I think it is safe to say, he didn't detect anything."

"Well I hate to have to admit it, but Stark technology has always been better than Oscorp tech. Anyway, we don't have to worry about him now, there is nothing he can do to take Oscorp out of my hands now."

"So, what are we going to do now?" Ben asked.

"I think I am going to go out on patrol. Fancy joining me?" Harry asked.

"Yeah sure, it'll be great to see you work."

"Good, then I'll meet you up in the loft in five minutes. I just need to get my costume on."

"Yes me too," Ben replied.

"Oh I took the chance to wash your suit last night," Gwen said to Ben. "You'll find it hanging up on the cupboard in your room. If you could leave the stealth suit in the box on your bed, I'll come and collect it while you're out."

"Thanks," Ben said as he got up and headed upstairs.

Five minutes later and Ben stood next to Harry in the loft, masks off.

"Are you ready?" Harry asked.

"Absolutely."

They both pulled their masks on over their heads.

"Gwen, can you open the hatch please?" Harry asked into his communicator.

 _"Opening now."_

The hatch began to open and as soon as it was, Ben and Harry both shot webs out and began to swing away into the city.

Spider-Man and Scarlet Spider were on patrol.

* * *

 **Please Review! Thanks.**


	3. The Breach

**Here is the next chapter. It has been a while coming, but work has been very hectic recently. I hope you enjoy.**

* * *

Rain was lashing against the windows of the house, as Gwen sat watching the television, blanket over her lap and a mug of cocoa in her hand. Harry and Ben were still out patrolling the city, leaving her to have some time to herself. She was currently enjoying an interesting nature documentary.

Suddenly the power cut and the TV went dead. A bolt of lightning then lit the room, making Gwen jump in surprise and spill some of the hot cocoa, down her front.

"Great!" she exclaimed out loud.

There was a clunk and the room suddenly became bathed in a blue light, as the emergency generator kicked in. Gwen placed her mug down onto the coffee table as she reached for a towel that was hanging over the radiator. She began to try and dry herself and the floor, where the coffee had spilt.

"Stupid lightning," she hissed under her breath.

As soon as she had said that, there was another flash that filled the room. Looking up towards the window, Gwen once more found herself jumping backwards at the sight that greeted her. A boy, about thirteen years old, was standing on the window ledge on the other side of the glass. He was staring straight at Gwen. As soon as he had spotted Gwen looking at him, he himself jumped back. Gwen let out a scream as she ran to the window and watched him fall down to the garden below. However, before he had even reached 90 degrees, a web line shot from his wrist and attached itself to the window. The boy managed to steady himself and then come back up to a standing position.

"What are you doing?" Gwen half said out loud, as she pointed and mimed towards the boy on the ledge.

"What!?" the boy mimed back, not understanding what Gwen had just said through the glass.

Gwen went over and despite what her brain was telling her, she opened the window so they could both hear each other.

"Who are you and what are you doing on my window ledge?" Gwen asked.

"Um, why should I tell you my name?" the boy said.

"Because you are trespassing..." Gwen said, annoyance filling her voice.

"I am looking for the home of Peter Parker," the boy said.

Gwen felt as though something had slammed into her chest.

"Hhhh...how do you know where Peter lived?" she asked, stammering a little.

"So this is where he lived?"

Gwen fumbled for a moment with her hand under the window sill. She soon managed to find what she was looking for. Pressing down her finger, she activated an alert beacon with a direct link to Harry's suit.

"I am going to have to ask you to leave," she said.

"Please I need to know. Is this where he lived?"

"Didn't you hear what she said? She asked you to go," a voice said, right before a figure slammed into the boy, knocking him down through the window onto the living room floor.

As the boy looked up and dragged himself back to his feet, he came face to face with Spider-Man standing over him.

"Please, I am just looking for Peter Parker's house. I have to warn his Aunt about a terrible danger," the boy pleaded."

"I don't trust you," Spider-Man said. "Why should I tell you that information?"

"Because she is in desperate need of help and if you don't she might die."

Spider-Man turned to face Gwen. He vigorously tapped on his leg. As he did so, text began scrolling across the front of his lenses.

'GET THE TRUTH SPIDERS', the text read. Gwen nodded her head and began to back out to the kitchen. Before Spider-Man turned around, he pressed hard on his leg and the text disappeared.

"What is going to kill her?" he asked the boy.

"Please just tell me, I can't get anyone else involved."

Spider-Man could sense Gwen was in position. With a quick puff of air, Gwen blew down a pipe and sent a small spider bot at the boy. Before he had time to react, the bot landed on his neck and injected a powerful truth drug.

"Ow," the boy said as he brought his hand up to where the bot had injected him.

"Tell me, who are you and why are you looking for Peter Parker's aunt?" Spider-Man asked.

The boy struggled to resist the effects of the drug as it took over his system. He thought about the lies he would use, but his subconscious was overridden.

"My name is Miles Morales and I have travelled from another Earth to save Aunt May from the evil Norman Osborn who is about to kill her. The only thing is, I don't know where she lives on this version of Earth. I followed tales of Spider-Man being spotted a lot in this area, but looking at you, I can tell that you are not this Earth's Peter Parker. Who are you?"

"Norman Osborn is back? How!?" Spider-Man demanded as he rushed over to Miles, picking him up by the collar and pushing him against a wall.

Miles brought his hands up to Spider-Man's arm on the pretence of trying to loosen the grip. However, he was about to hit Spider-Man with his secret weapon. Thinking hard, Miles released his venom sting. It leapt from his fingers onto Spider-Man's wrist, but to Miles' surprise it didn't work.

"Well that was interesting," Spider-Man said. "You thought that would work? After many battles with Electro and others like him, I developed a suit that wouldn't let me succumb to the effects of something such as that. So, have you any other tricks up your sleeve?"

On that cue, Miles vanished, becoming invisible.

"Oh, so you can become invisible as well. That's fine, got that problem solved too."

Dejected, Miles reappeared.

"Please, I need to stop Osborn from killing Aunt May and we are wasting time. According to my calculations we have 10 minutes before Osborn makes it through the rift and into this world."

"Did you get that?" Spider-Man asked.

 _"Got it,"_ the reply came through his ear piece. _"I am arriving at Aunt May's house now."_

* * *

Scarlet Spider landed on the roof to Aunt May's, waiting for Spider-Man to activate the defences.

* * *

Back at the house, Gwen walked over to Spider-Man with a bracelet in her hands. Giving it over, Spider-Man took it from her and placed it around Miles' wrist. It clicked into position and a glowing green light began to pulsate from it.

"What is this?" Miles asked.

"You try and attack anyone and I will activate the bracelet. It will send a powerful electric charge through your body, temporarily paralysing you until I get you to a prison cell."

"Ok, I won't attack you then," Miles said. "Can I at least get my disguise on so that Osborn doesn't recognise me?"

Gwen activated the room's transformation sequence.

"You can get changed in there," Spider-Man said, pointing to the appearing laboratory.

Spider-Man let go of Miles and let him go into the lab.

"Do you think this is a good idea?" Gwen asked.

"We'll see how true this is and then take action from there."

A moment later, Miles reappeared from the laboratory, this time dressed in a black and red version of the suit that Spider-Man was wearing, just without his mask on.

"Hang on, you are a Spider-Man?" Gwen asked.

"Yeah, in my world I am the new Spider-Man. Our version of Spider-Man was murdered by Norman Osborn as the Green Goblin and I took on the mantel after being bitten by a similar spider to the one that bit our Peter Parker. The Goblin escaped and has managed to jump between realities, going after every version of Spider-Man and his relatives. I noticed that in this reality your original Spider-Man also died. How did it happen?"

Spider-Man hesitated to reply and then Gwen stepped in.

"Our version of Norman Osborn killed our Spider-Man as well."

"I am so sorry, but we need to go and stop Osborn from murdering Aunt May now," Miles said, as he pulled his mask on and moved over to the window. "Are you coming?"

"Alright, keep your mask on," Spider-Man said as he followed Miles and they both leapt out and shot a web line in front of them.

They swung away, Spider-Man leading Miles to where Aunt May was now living. Back in the house, Gwen had activated the remote defences placed around Aunt May's house.

"Ben, the defences are now up," she said into a headset.

 _"Thanks. Are they on their way?"_ came Ben's reply.

"They should be with you shortly," Gwen said.

 _"Do we have any way of tracking trans-dimensional travel?"_ Ben asked.

"Not without knowing exactly where the breach is going to open. If we can pinpoint that, I can measure the disturbance and see how long we have till the breach opens and then assess how we can close it."

 _"Um ok, I think I can help you with the when and where it is going to open,"_ Ben said, a tone of shock and horror filling his voice.

"Ok where?" Gwen asked.

 _"Right now and right above Aunt May's house,"_ came the reply.

At that moment right above Aunt May's house, a crack began to appear in the sky and around the edges the sky became distorted and blurred. A bright white light seeped through the gap in the skin of reality and down onto the ground below. As Ben watched through the lenses of his mask, two large, green and clawed hands came round the edges of the crack. Following the claws, came the grotesque face of the Green Goblin, fire in his eyes and flames roaring from his mouth.

"FINALLY!" he roared, as he fully moved through the breach and slammed down to the ground, the concrete cracking and buckling under the force.

As the Goblin rose to his feet, Spider-Man and Miles arrived, joining Ben on the roof. They turned and faced the Goblin.

"THREE LITTLE SPIDERS FOR ME TO CRUSH!" the Goblin said aloud. "THIS IS GOING TO BE FUN!"

"Ready?" Spider-Man asked the other two.

"Absolutely," Ben answered.

"Let's go," Miles agreed.

The three Spider-Men launched themselves into the air and down towards the waiting figure of the Green Goblin.

* * *

Unbeknownst to any of the figures outside, Aunt May had peeled back the curtain of her bedroom and was watching what was going on outside.

"Harry, leave him and go, save yourself and your friends," she whispered under her breath.

The phone in the house began to ring. Aunt May reached over and picked it up, trying to not take her eyes off of the fight that had now started outside.

"Hello?" she said.

"Aunt May, are you in the panic room?" came Gwen's voice down the line.

"I can't dear, I need to make sure Harry and his friends aren't hurt. I wasn't there for Peter, but I can be here for Harry."

"Aunt May, you need to get into the panic room. It is designed to keep you safe from something like the Goblin. Just because Peter died, doesn't mean Harry will. He has trained hard to become fitter and stronger than Peter and he has two others like him helping him out. You can be kept safe in the panic room. Mr Stark assured us even the best bomb couldn't get through it. Please get in."

Aunt May thought for a moment as she watched the fight. The three Spider-Men had got the Goblin on his back, but were having to struggle to hold him while fire was being shot at them from the Goblin's mouth.

"I am on my way dear, I'm sure you will be able to tell if I am in there or not."

With that, Aunt May ended the phone call and moved towards the panic room. As she reached the bookshelf that covered the entrance, there was an almighty crash as Spider-Man came through the window and landed on the floor beside her.

"Aunt May, why aren't you in the panic room," he asked hurriedly as he flipped himself back onto his feet. "You need to get in there, he is coming!"

Almost on cue, Miles and Ben found themselves slamming into the walls of the house and the Goblin was back on his feet. He had caught a glimpse of Aunt May through the hole that Spider-Man had created when he went through the window.

Spider-Man had also spotted the Goblin looking and without a hesitation, ripped the bookcase from its hidden tracks and pushed Aunt May inside, pulling the door closed. There was a loud clunk as the room sealed itself shut.

"YOU FOOL!" the Goblin screamed. "YOU HAVE JUST SEALED YOUR FATE AND ALL THOSE AROUND YOU!"

The Goblin rushed forwards, slamming himself into the base of the house, rocking it on its foundations. Spider-Man wobbled as the house shook, but was soon running forwards and he leapt out of the window and down onto the Goblin's back. He reached up to the horns on top of his head and pulled back on them, forcing the Goblin's head to come backwards.

* * *

A short distance away, a van had pulled up. Inside sat Melinda May and Phil Coulson. They had been called in by Gwen.

"Do we have a lock on the frequency?" Coulson asked down a phone.

 _"We have the signal being sent through,"_ came the joint reply from Fitz and Simmons.

 _"If you have the equipment ready, we should be able to send him back through the breach and close it up,"_ Fitz said alone this time.

 _"You need to make sure there is a compressed burst of feedback on a counter-oscillation,"_ Simmons said.

"Which one of these machines does that?" May asked.

 _"The one labelled with the orange sticker,"_ Simmons replied.

 _"Make sure that you loop the signal back through the integrator and ramp it up to five hundred Bernards,"_ Fitz said.

"Who names a unit of measurement Bernard?" Coulson asked.

"Geeks," May replied.

 _"Hey, we heard that!"_ came Fitz and Simmons annoyed reply.

Coulson and May each let out a small giggle. They began to set the equipment up as instructed and when done so, activated it.

"It looks like it is working," Coulson said.

They watched as the breach began once more to open and the Goblin was bathed in its light. With one final adjustment of the equipment, the Goblin was picked up by an invisible force and pulled back into the breach. He resisted and roared, struggling to try and break free from what had got hold of him. His clawed hands grabbed onto the sides of the breach, trying to keep him from being fully pulled back in, but the invisible force was too strong and he fell through into it. With a bright flash, the breach slammed shut and like a zip, closed and faded into the dark night's sky.

The doors to the van opened and a relieved Coulson and May clambered out to survey the wreckage that was strewn before them. Spider-Man who was currently atop a street light spotted them and did a backflip and landed in front of them.

"What are you doing here?" he asked them.

"We were called by Gwen," Coulson said. "A good job too, he didn't look like he was going to give up easily."

"We almost had him!" Spider-Man shouted in frustration.

"No you didn't," May said calmly. "Given a chance, he would have easily overpowered the three of you and we would be without a Spider-Man for the second time."

Spider-Man rounded on May.

"Harry, stop!" Coulson demanded, stepping in between them. "That man was not your father, he was from a different dimension and you hold no responsibility for him. Please do not beat yourself up over this incident. No one has been killed and according to Gwen, Aunt May is in the panic room and safe. You managed to protect her and all those in this neighbourhood."

"Wait, you're Harry Osborn?" Miles' said coming up behind them. "The Harry Osborn?"

"Thanks," Spider-Man said to Coulson, the sarcasm and anger evident on his face, even though his mask still covered his face.

"How was I supposed to know. You seem to be collecting others like you."

"He isn't collecting us," Ben said, coming to land beside Spider-Man.

"Can we do this somewhere else?" Spider-Man asked.

"Sure, why don't we get back to your house. We'll go and get Aunt May and meet you there."

May and Coulson moved off to the house, to go and pull Aunt May from the panic room. The three Spider-Men each shot a web line and jumped into the air, off on their way back home.


	4. The Truth Will Out

**Here is the next chapter. I hope you enjoy it. Please leave a review.**

* * *

Gwen was waiting for the three Spider-Men as they arrived back at the house. They landed in the attic and Gwen pushed the button to close the roof door.

"So you are Harry Osborn?" Miles asked, as he pulled his mask off.

"Why did Coulson have to open his big mouth?" Harry asked, as he too pulled his mask off. " Yes I am Harry Osborn. Does that make a difference?"

"No, no. It's just not who I thought would replace Peter Parker as Spider-Man."

"Why not?"

"Because," Miles began, "the Harry Osborn in my universe is not the nicest of people. He has become the heir of the Goblin title, by transforming himself into the Hobgoblin."

"Well I can assure you that I am nothing like your Harry Osborn. Now we just need to work out a way to send you back to your universe so you can help protect it from the Goblin," Harry said as he began to move to the stairs.

"Have you got a way of doing that?" Ben asked as he too removed his mask.

"Um we may have a problem with that," Gwen said as they moved downstairs.

"What problem?" Harry asked.

"Well after SHIELD closed the gap, they sealed it permanently. There is no way of opening it up." Gwen turned to Miles. "There is no way to reopen it, without causing a catastrophic tear in the fabric of reality. I am afraid you are stuck here forever."

The group had just arrived in the living room where the screens on the wall were able to confirm what Gwen had just said.

"You mean I can't get back?" Miles asked.

"Sorry," came Gwen's one word, sympathetic reply.

"Whoah, steady there," Ben said as he caught Miles, who's knees buckled as Gwen revealed the truth.

"Mum, Dad," mumbled Miles as he was lowered down to sit on the floor. "I'm never going to see them again."

Harry looked desperately at Gwen.

"Is there no way?" he asked her.

"Not that I can see. The breach is sealed this side. Unless it can open in a different location from the other side, then there is nothing I can do."

"So you're saying the Goblin has got to try again and be successful to allow Miles to get home?" Ben asked.

"The Goblin or any other person," Gwen replied.

Suddenly, a blue flashing light filled the room.

"The proximity alert," Gwen said.

"They're here," Harry said.

Sure enough, outside the SHIELD van pulled up. Inside was Phil Coulson, Melinda May and a very shaken Aunt May. Carefully, Coulson and May helped Aunt May get out of the van and up to the steps of the house. As they reached the door, it opened to reveal a waiting Gwen.

"Come in," Gwen said, helping to lead Aunt May through the door.

As they came into the living room, Harry had transformed it back into the cosy area that normally greeted visitors. Plumping up a cushion, he helped Phil get Aunt May into a chair.

"Thank you for rescuing her," Harry said.

"It was no bother," Phil said. "So," he said, turning to face the others, "you have gotten two new members in your team. Pleasure to meet you both. I'm Phil Coulson, Director of the Strategic Homeland Intervention, Enforcement and Logistics Division. Better known as..."

"SHIELD," Miles finished Coulson's sentence.

"You have heard of us then," Coulson said.

"Yeah in my universe I have worked with SHIELD, only Nick Fury is the Director there."

"Your universe, you aren't from around here?"

"No, I come from the same place as the Goblin we fought tonight. Only now you have sealed the breach, I can't get home."

"Oh I am very sorry. Did we know that two people had crossed over the breach?" Phil turned and asked May.

"Fitz and Simmons didn't say how many had come," she replied.

"Well on behalf of SHIELD, I extend my sincerest apologies. Until we can get you back home, I am afraid you will have to come in with us."

"Wait, what!?" Miles and Harry said at the same time.

"No, no I can't go with you, I need to work on a way of getting home," Miles said, getting to his feet in protest.

"I am sorry, but you are an unknown entity and I need to be sure you aren't here to wreck your own havoc on this world."

"Hang on, I came here to stop the Goblin and save Aunt May. I have no intention of hurting anyone or destroying your world."

"I can't let you take him," Harry said, moving between Miles and Coulson. "We may only just have met, but he came here to save Aunt May and he allowed us to be there to stop the Goblin."

"Still, I can't let him wander around. He needs to be taken to a secure SHIELD facility."

"What if I offered a compromise," Gwen butted in.

"Yes?" inquired Coulson.

"What if Miles joined our team and worked with us? That way we could keep an eye on him and he can stay in the open and look for a way to get back home to his family."

Coulson pondered for a moment.

"What assurance can you give me that you will monitor him closely?"

"Using this," Gwen said, going over to the laboratory and picking something off of the bench. In her hand she held another bracelet, similar to the one she had already placed on Miles' wrist. "This is a tracking beacon bracelet, strong enough that even the Hulk wouldn't be able to destroy it. The battery is designed to last well over twenty years. I am sure that would be plenty of time for Miles to prove himself and also find his way home."

"If you can keep him under your control and keep me satisfied, I will consent to let this happen," Coulson relented.

Going over to Miles, Gwen deactivated the bracelet he was currently wearing and attached the new one. As it clipped on the wrist, a red light appeared and there was a high pitched beep.

"There, it is active. There is nowhere in this Solar System you could go, that we couldn't track you to."

"Stark tech?" inquired Coulson.

"With a few Stacy/Osborn upgrades," replied Gwen.

"Well if we are finished here," Harry started.

"Then we will be getting out of your hair," Coulson said. He nodded towards May and they both took leave of the living room, Gwen following behind them.

"I hope Aunt May gets back on her feet soon," Coulson said as he opened the door and stepped out into the cool night air.

"Thanks for everything and for letting Miles stay with us."

"We'll be watching and any time we are not satisfied, we will come and take him into custody."

With that May and Coulson got into the van and drove away, leaving Gwen on the doorstep. She stepped back into the house and closed the door, returning to the living room. Harry was placing a blanket over a now sleeping Aunt May, with Miles walking back out of the kitchen dressed in civilian clothing. Ben was not in the room, so Gwen assumed he had also gone to get changed. Harry was the only one still in his suit.

"Thanks," Miles said to her, as he looked up.

"It's ok. I didn't want you to be locked up anywhere and it is kind of our fault that you are stuck here."

"So you are a part of our team now," Harry said coming over. "Welcome to the Spider-Team."

Harry put out his hand to shake Miles'.

"The only thing that is puzzling me," Harry said as Ben walked back through the door, "is that Coulson didn't seem to remember you."

Harry addressed this to Ben.

"When you came here you gave me a card that said Phil Coulson recommended you to me. Why would he say I am collecting people like me and not react to seeing you again?"

"Ah," Ben said, stopping in his tracks. "About that...actually I don't have an answer for that."

"Who are you? Are you really who you say you are?"

Harry moved over towards Ben, coming face to face with him.

"Ok, I can explain this to you and I swear that it is the truth, no lies."

"I don't know whether I can believe this."

Gwen moved up behind Ben and blew on the pipe she had used earlier. Ben brought his hand up to his neck as the Spider hit him.

"You can now," Gwen said.

"Ok, who are you and why are you here?" Harry asked.

"My name is Ben Reilly and I am here to work with you to find out what happened to Peter Parker."

"What do you mean what happened to Peter Parker? He died at the hand of the Green Goblin," Harry said. "I was there and saw it with my own eyes."

"No he didn't. I was cloned from the living DNA of Peter Parker a few days after his supposed death. I was implanted with his memories and I escaped into the real world. I travelled around for a while, but I grew bored of that life and wanted to come and work with you. I knew I would have to gain your trust somehow and telling you Phil Coulson had sent me, seemed the best way. I am sorry that I deceived you, but there is no other reason that I am here."

"He is definitely telling the truth," Gwen said. "His vitals are reading normal. The drug is working."

"But Pete died, I saw it happen. How could he have been alive to have his DNA taken?" Harry slumped down onto the sofa, hand running through his hair.

Gwen came and sat down next to him. She wrapped her arm around his shoulders and rubbed his arm.

"We can find out the truth and see what is going on. You are in the perfect place to be able to do that. You have your powers and your greatest asset, your team."

"Yeah," Harry gave a little grin, "I do."

"I will help you find the truth," Miles said.

"As will I," Ben said. "I didn't want to lie to you, but I knew you would be hurt if I told you that you had been lied to all this time."

"There is one person who must not find out the truth," Harry said, looking over at Aunt May. "It would kill her if she discovered what seems to have happened."

"We won't tell her," Gwen said.

"I need to get her up to a bed anyway," Harry said, as he stood up. "She needs to be somewhere more comfortable."

He moved over to Aunt May and carefully picked her up in his arms. He slowly moved across the living room and upstairs to an empty guest bedroom.

"Talking of bed, where am I going to sleep?" Miles asked.

"We have plenty of spare rooms," Gwen said. "Follow me and I will take you to one."

Gwen led Miles up to a spare room and made sure that he was comfortable, before returning downstairs. When she got there, she found that Ben too had disappeared, but Harry was back, sat at the console. He was flicking through all of the footage from the night that Peter had supposedly died.

"Not this again, I thought you had thoroughly checked every frame of this?" Gwen asked rhetorically as she moved over to her boyfriend.

"Well now Ben has revealed the truth, I need to see what happened and how it was done."

"Harry stop!" Gwen demanded.

He turned at the suddenness of her voice.

"It is late and so much has happened today that you need to go and get some rest. If what Ben says is true and he hasn't been told a lie himself, then we can investigate further in the morning. It is also probably not a good idea to be looking at these videos again with Aunt May in the house. You need to go and get some sleep."

Harry rested his elbows on the console and put his head into his hands. Tears began to stream down his face. Gwen reached over and wrapped her arms round his shoulders.

"I just need to know," he sobbed.

"I know, but we have to take this a step at a time. We can look at this with fresh eyes in the morning."

Harry swivelled on his chair and hugged Gwen.

"I just don't want to let him down and I feel that is exactly what I am doing."

"Harry Osborn, stop beating yourself down. You have done some amazing things since you have become Spider-Man. Think of tonight. You were able to stop the Goblin from getting to Aunt May and keep her from being hurt. That is a way that you have been able to keep Peter's legacy alive."

"I suppose I have done some good things."

"You have done some great things. Now let's stop moping around and go to bed."

Harry nodded and Gwen helped him to his feet. Pressing a button, the room began to revert to its normal state. The pair headed upstairs and to bed, where they could get some rest and get ready for another busy day.


	5. Managing Director

**Here is chapter 5. Please Review.**

* * *

Several days had passed since the Goblin from Miles' universe broke through a breach in the fabric of reality to go after Aunt May. SHIELD had helped to rebuild her house, but Aunt May had chosen to move somewhere more secure and harder for anyone unauthorised to find her.

Miles had joined the team with Harry, Gwen and Ben and they had been patrolling the city, keeping the criminal underworld at bay. Harry had also been paying several secretive visits to Oscorp, something that hadn't escaped Gwen's attention.

It was right now that Harry had just left the house and stepped into an awaiting black car, which soon sped away through the streets of the city, to the Oscorp headquarters. Gwen had slipped a tracking beacon into Harry's jacket and watched the route that he took through the city. Using the computer, she quickly calculated a faster route and grabbed her coat. She stepped out into the cold winter's air of New York. Reaching into her pocket, she pulled out a key fob. Unbeknownst to Harry, Gwen had been working with Tony Stark on a brand new product that was a top secret to the world. In her hand, she held one of the only key fobs to a self-driving car, in the world.

Pressing down on the fob, she activated the car. Within two minutes, a car pulled up next to where Gwen was standing. Pressing the fob to the door handle, the car unlocked and she got in.

 _"Good morning Miss Stacy,"_ the voice of Tony Stark's AI JARVIS, said. _"Where would you like to go today?"_

"Oscorp please JARVIS. As fast as you can," she replied.

 _"Of course Miss Stacy."_

With that, the car got into gear and set off on its way to Oscorp. JARVIS was able to follow the plot that Gwen had programmed in and adjusted it to specific traffic requirements.

* * *

Meanwhile, at Oscorp, Harry was stepping out of his car and walking through the main entrance of the building.

"Morning Sir," the doorman greeted Harry.

"Morning Henry," replied Harry. Since taking over his father's company, he had made it a mission of his to learn all of his employee's names.

"Good morning Mr Osborn," a voice growled behind Harry, making him come to a stop. Turning, Harry came face to face with his father's head of security James Barnes. Since taking ownership, Harry had decided to make some changes in the hierarchy and this had resulted in moving Barnes to another department, a move that hadn't gone down to well.

"Good morning Mr Barnes, I hope I find you well?"

"Grrrrr," came the reply as Barnes turned and sloped away.

"Don't mind him, he's just grumpy today," came the voice of Liz Allan from behind Harry.

"Liz," Harry said, as he turned to face his friend and colleague.

Harry and Liz had known each other since they were very young and several years ago, she and her family had moved away when her dad had gotten a job over in Europe. Liz had however recently moved back over to New York and had approached Oscorp for employment. She had been hired under Dr Ratha's tenure in office as CEO. When Harry took over, he had promoted her to running the company's day to day operations as Managing Director.

"What can we help you with today sir," Liz asked, some playful sarcasm filling her voice.

"I have come to check on project Cara. I trust it is going well."

"Well since you were here yesterday, we haven't made that much progress, it has only been 15 hours after all."

"I know, I know, but I just want to get this project going."

"Why this particular one though?" Liz inquired. "We have over 300 projects on the go, but you are choosing this specific one. What is your fascination with facial recognition?"

"I have been a little bored recently and this seems to be the perfect distraction for me," Harry replied.

"So it has nothing to do with the fact that a Goblin like creature that appeared the other day and attacked Peter's aunt? Do you really think it could be your father out of prison?"

"Umm," Harry thought for a moment. That wasn't why he was here and looking at this particular project, but worked as a good cover story. "Yes ok, I admit it. I am worried it was him and the authorities haven't got things under control. I just need to see if he is running around the backstreets and if he is, I can alert the police."

"It's ok Harry, I fully understand. Just let us know if you find anything," Liz said as she pecked him on the cheek and walked off in the direction of her office.

Harry moved over to the lifts and pressed the up button. The lift soon arrived and Harry stepped inside. He pressed the button for the 23rd floor. The doors slid shut and the lift began to climb up the building.

* * *

Unbeknownst to Harry, Gwen was just pulling up outside the back entrance to the Oscorp building.

 _"We have arrived Miss Stacy,"_ JARVIS' voice said.

"Thanks JARVIS. Do you mind waiting here?" Gwen asked.

 _"I'm afraid Mr Stark is calling me back to his garage. I wish you the best for whatever you are doing today."_

Gwen opened the car door and stepped out. The door shut automatically behind her and the car began to move off. She was left standing on her own at the back entrance. Reaching into her pocket, Gwen pulled out a small credit card sized device and affixed it to the lock of the door. Pressing down on it, Gwen caused the device to emit a high pitched noise and the door lock clicked open.

Retrieving the device and slipping it back into her pocket, Gwen made her way into the corridor beyond. Watching out for the security cameras, she made her way through the warren of corridors and to the service lifts. Looking at her watch, she saw the details of Harry's location. Her watch, another Stark invention, was able to show the information being pinged back from the tracking device she had planted in Harry's jacket. She could see he was on the 23rd floor and over to the west side of the building.

Pressing the button of the lift, she waited till it had arrived and stepped in. Pushing the button for the 23rd floor, she waited as the lift rose up the floors. Reaching into her pocket, she pulled out a badge, which she then pinned to her lapel. Pressing a hidden button on the back, there was a shimmering effect and Gwen was left standing wearing a holographic lab coat, complete with Oscorp ID. The badge was able to hack into local wifi signals and download a suitable identification that could be altered for Gwen's need. It was clear to her that Tony Stark was way ahead in technology than Oscorp was. That might now change now Stark had some say in how the company was being run.

The lift came to a halt and the doors opened. Gwen stepped out and began to navigate her way to where Harry was situated. She rounded a corner and straight in front of her, she could see Harry through the glass walls. He was deep in conversation with a lab technician. Gwen moved forward towards Harry, however she was stopped in her tracks.

"Can I help you?" a voice said behind her.

Turning, Gwen came face to face with Liz Allan.

"Um hello," Gwen said. "I was just on my way to speak to Mr Osborn."

"I'm afraid he is busy at the moment," Liz said. "Do I know you at all?" she inquired.

"I don't think so; we haven't met before."

"Oh, you just look very familiar. What is your message, I can pass it on to Mr Osborn?"

Before Gwen could answer, there was an interruption.

"Ah there you are," Harry said, coming out of the room he was in. "Did you manage to find out the information I wanted?"

"Harry, sorry I didn't see you there," Liz said.

"That's fine, I just need that information. Could you come in here please?" he said, beckoning to Gwen.

"Yes Mr Osborn," Gwen said hurriedly, going inside the room.

"I'll speak to you later Liz," Harry said, turning to go back in and leaving a puzzled Liz standing in the corridor.

Turning, Harry came face to face with Gwen.

"Don't speak," he said. "It isn't safe yet."

Going over to a large table in the centre of the room, he pressed a button. The glass walls of the room suddenly became translucent and there was a dull clunk sound.

"Ok, it is safe to talk now," he said.

"What did you just do?" inquired Gwen.

"I have shut the room off from external influences. No sound can enter or leave the room and all signals are blocked as well. There is no way to bug the room and spy on what is going on. What are you doing here?"

"I wanted to know why you have been so secretive the last few days. I want to help you as much as I can, but I can't do that if you won't let me in."

Harry became dejected and slumped into a seat.

"I'm sorry. I thought if I told you what I was up to then you would stop me and tell me I am being stupid."

"I can't know if you are being stupid if I don't know what you have been up to," Gwen said, going over to Harry and holding his hand. "What have you been doing?"

"Oscorp have been developing a brand new facial recognition system that is the most sophisticated in the world. It can scan below the skin level and look at the subject from a skeletal level. We call it Project Cara; Cara being face in Spanish. I am trying to get the system to begin scanning CCTV images to find any sign of Peter."

"Have you found anything?"

"Nothing. There is absolutely no sign of him anywhere."

"What CCTV feeds are you using?" Gwen asked.

"Every feed. Oscorp has access to every CCTV system in the country. Before you chastise me, this was in place from when dad ran the company."

"If you have a hunch then I can't stop you," Gwen said. "I just don't want to have any secrets between us. If you seriously think something is going on, then I will stand beside you."

"Thanks. I am thinking that Ben might have been mistaken. Peter looks to be as dead as dead can be."

"But we gave him the truth drug?"

"If he believes it to be true and he was given programmed memories, then this could all just be a wild goose chase."

"I suppose and if we are being honest with each other, there is something I should tell you."

Gwen proceeded to tell Harry about the work that she had been doing with Tony Stark.

"So that is why you have given us a serious tech upgrade. I should have guessed."

"We will get through this together and we do now have the help of Ben and Miles," Gwen pointed out.

"That's true. It will help relieve the pressure off of me, so I can become a little more involved in the company and its day to day running."

"Who is the lady that stopped me by the way?"

"Oh that's Liz Allan. Me and her go way back to when we were kids. She and her family left for Europe just before you and I met. Dr Ratha employed her to work as a researcher and then I promoted her to Managing Director."

"Was she a girlfriend at all?"

"No, no. She was just a very good friend who has been going through some difficulties recently and I am helping her out by giving her the MD job."

"Good, because I don't want to have to compete with another woman for your affections."

"Trust me. What we have been through is enough for me to stick with you," Harry assured her.

There was suddenly a knock at the door.

"Oh great," Harry exclaimed.

"What?"

"I forgot that I'm supposed to be in a board meeting in 5 minutes. I need to go, I am really sorry."

"I need to get out without being seen, because technically I broke in here."

Harry pressed a button on the table. On the opposite wall, there was a hiss and a unit moved forward and to the side. A set of lift doors then opened.

"There you go. That will take you down to the parking garage. My driver will be waiting there and he can take you home."

Harry gave Gwen a hug and saw her into the lift, before shutting the hidden door and going over to table and unlocking the room. The glass panes once again became transparent and the dull clunk signalled the room capable of receiving signals once again. Standing outside, the door, was Liz waiting for Harry. She opened the door and walked in.

"Who was that, you were with?" she asked.

"Just one of the lab technicians. She was helping me to try and work out one of the kinks."

"And did you manage to sort it out?"

"Time will tell," replied Harry. "Shall we go to the board meeting?"

Harry had tried to stop the conversation developing further and it had worked. They both set off upstairs and to the awaiting board members. Today was the day that the Oscorp board was to be disbanded and Harry and Tony would assume full and total control.

* * *

Down in the parking garage, Gwen had met with Harry's driver and she was now on her way back to the house. They had just pulled out of the underground parking, when suddenly there was a loud explosion and glass came raining down on the car. Gwen screamed in shock and the car came to a halt. She looked up through the car's sunroof and saw a gaping hole in the side of the Oscorp building. The hole was roughly located on the floor where the board room was.

"Harry!" Gwen whispered.


	6. End of the board

**Please enjoy this chapter and review.**

* * *

Shards of glass were still falling down from the gaping hole that now adorned the side of the Oscorp building. Gwen stood looking up at the hole, stuck and unable to move with the shock. She watched as Scarlet Spider swung around the building and through the gap. People on the street started cheering when they saw him. A few moments later, Miles too had joined Scarlet Spider. It had been decided that Miles' alias whilst he was in this universe would be Kid Arachnid.

* * *

 **A few minutes ago in the Oscorp boardroom.**

"Ladies and gentlemen, welcome and thank you for coming," Harry said as he walked in and took a seat at the head of the table.

There were murmurs of welcome from the board members.

"I have been having some meetings with Mr Stark about how we are to move the company on after my father's... unfortunate business. We have therefore concluded that we are taking the company off of the stock exchange and turning it into a private corporation. Unfortunately, this means your services as the board are no longer needed."

An icy demeanour fell upon the room.

"You can't do this," one member shouted out. "We should have been consulted."

"I am sorry Mr Kietchland, but we knew you wouldn't let us do this, so we went behind your backs."

"We thought that by having you on board, you would be different to your father, but you are just the same," another board member said.

"This may have been a method my father would employ, but I am doing it for very different reasons. For too long this company has been operating with questionable motives. The only way for me to turn this around is to have full control. With this being the case, as of five minutes ago, I became the sole owner of the company and the board's authority ceases to exist. Now if there isn't any other business, I would like to thank you all for your years of service, but I must now ask you to leave the premises. You will be sent your severance pay and will continue to receive your full pension rights."

"You won't get away with this," Mr Kietchland said. "We will fight this till the end."

"I am very sorry," Harry said, as he got up from his seat, "but I have gotten away with it."

Harry was about to turn and head for the door, when the familiar tingling of his Spider sense kicked in. Without thinking, he grabbed Liz who had risen to be standing next to him and threw them both down to the floor, just as the glass windows smashed open, showering everyone in the room with shards of glass.

There were screams of shock in the room. Harry coughed and lifted himself up slowly, careful not to cut himself on the glass strewn over the floor. He glanced at the people around the table and notice Mr Kietchland had a large piece of glass protruding from his chest, blood flowing everywhere. Other members of the board were trying to help him, but it was to no avail. He was dead. Sitting in the middle of the board table was a large lump of steaming metal, cooling down from a great temperature.

"What's going on?" Liz asked, as she tried to sit up.

"Stay down," Harry warned. "I don't know, but this isn't good."

"Well that's pointing out the obvious," Liz replied.

There was a thwip sound and Harry turned to see Scarlet Spider landing through the new ventilation hole in the side of the building.

"Mr Osborn, what happened?" Scarlet asked.

"I don't know, but we have several people injured and one person dead," Harry pointed at Mr Kietchland.

There was another thwip sound and Kid Arachnid landed in the room.

"What happened?" he asked.

"Well the large steaming ball of metal and the gaping hole in the side of my building might be a clue," Harry snapped.

"Sorry, I was just asking," Kid Arachnid defended himself.

"Where did this come from?" Scarlet asked.

"It may have come from up there," Harry said, pointing to a building next door.

On the roof there stood a man, bathed in a golden glow, his skin seemed to be moving and bubbling. As they watched him, he moved back out of their view and then suddenly he reappeared, but this time he was moving fast and then dove over the side of the building, aiming straight for the hole.

"Move back!" shouted Scarlet, pushing Harry away from the edge.

The man came crashing down into the building, bits of molten metal flying from his hands and feet from where they hit the floor. Harry shielded Liz from the shrapnel.

"Who are you?" Kid Arachnid asked.

"I am Molten Man and I am here to destroy Spider-Man. Where is he?"

"He couldn't come," Scarlet said, "so you will have to deal with us instead." Scarlet and Kid Arachnid stood in a defensive stance.

"Mark?" Liz said, clambering to her feet. "Mark what are you doing?"

"You know this person?" Harry asked.

"Harry I am so sorry. I should have told you sooner. This is my brother Mark. Mark please stop what you are doing. Spider-Man has never done anything to hurt you."

"I'm sorry Liz, but Spider-Man must die!"

With that, he began to shoot out lumps of molten metal at Scarlet and Kid Arachnid. They began to dodge what was being thrown at them.

"Mr Osborn, you need to get everyone out of here!" Scarlet shouted.

"Come on," Harry said to Liz, pulling her arm and facing her towards the door. "You need to go."

"I can't, I need to stop him."

"Just go!"

Liz hesitated for a moment and then did as Harry had said. Harry then went and helped other members of the board out of the room. Security had come racing to their aid and began to get everyone away from the fighting. Barnes had come storming down the corridor and into the room.

"We need to get Kietchland's body out," Harry said, desperation filling his voice.

"Yes sir," Barnes said through gritted teeth.

He moved through the room, effortlessly avoiding the molten balls of metal and flying web lines. He reached down and carefully picked up the limp body and moved back to the door and handed the body over to other awaiting security guards.

"Mr Osborn, you need to get out of here," Barnes said, as he turned and headed back into the room.

"Barnes, you can't go back in there, you'll be killed," Harry tried to protest.

Barnes didn't reply, he just gave a creepy grin, turned and shut the door behind him. The next sound Harry heard was an almighty crash.

"Great, even more money I have to spend," he said.

Turning, Harry ran down the corridor and into the nearest room with access to a window. Pulling his clothes off, he revealed his Spidey costume. Bringing his mask over his head, he moved over to a window, opened it and jumped out. Shooting out a web line, he swung round the building and through the hole.

He landed with barley a sound, right behind Molten Man.

"I hear you are looking for me," he said.

Molten Man spun round to face Spider-Man.

"Spider-Man, finally. I can destroy you."

"Why do you want to destroy me? We have never met before. What have I done to wrong you?"

"If I destroy you, the man who turned me into this, will free me from this curse on my body."

"I am very sorry for what has happened to you, but I can't let you destroy me. Who would go around saving New York if I wasn't here?"

"Hey!" Scarlet and Kid Arachnid exclaimed together.

"Oh yeah," Spider-Man said. "But I do it with much more style."

"You better watch it Spider-Man," Scarlet said, "because if he doesn't kill you, we might."

"Ok, ok, it was just a joke. Seriously though, we can't let you win."

"Well, I can't let you win," Molten Man said, shooting another burst of molten metal towards Spider-Man.

Spider-Man managed to dodge the projectile, which landed on the floor behind him, melting into the tiles below.

The three Spider-Men shot their webs at Molten Man and tried to destabilise him.

"Excuse me," Spider-Man turned to see Barnes standing next to him.

"Yes?"

"Can you cover my hands with your webbing please?"

"Sure."

Spider-Man shot a load of webbing over each of Barnes' hands. Once they were covered, he ran forward and planted a huge punch right in Molten Man's stomach, causing him to go flying out of the hole. Spider-Man ran over to the hole and shot a web down to try and catch him. The extreme heat of Molten Man's stomach however melted through the webbing and he went crashing down to the pavement.

"I couldn't catch him," Spider-Man said.

"Well mate, I don't think he's dead," Scarlet said as he looked over the edge.

"Why?"

"Well, he seems to have done a disappearing act. He isn't there any more, there's just a smouldering hole left."

Spider-Man sat down heavily on the floor.

"So, someone is out for me. Fantastic."

"Hey, it's good to know you have an admirer," Kid Arachnid said.

"Yeah, but I would rather they weren't out to kill me."

"That's true I suppose."

"Excuse me," came the gruff voice of Barnes.

They had all forgotten about the former head of security being in the room.

"Hi, yes sorry," Spider-Man said, getting back to his feet.

"If you wouldn't mind, I would like this webbing off of my hands please."

"Sure, sorry. Thanks for that, I think you may have saved my life."

Spider-Man effortlessly tore the webbing off of Barnes' hands.

"Thank you sir," he said, trying not to show any emotion in his voice.

"Don't worry, I won't tell Mr Osborn," Spider-Man said.

"Thank you sir."

With that, Barnes walked over to the door and walked out, off out of the building. Spider-Man looked around the board room.

"Well this is going to be a nightmare to explain to the accounting department," he said.

"Yeah, do you think they'll believe that a man made of molten metal came and destroyed it?" Scarlet asked.

"Hmm. That's not the thing I am that concerned about. It seems Liz needs to do some explaining."

"Um Spidey," Kid Arachnid interrupted.

"How could she keep this quiet, there is something not quite right about that," Spider-Man mused.

"Spider-Man, shut up," Scarlet said.

"What?" Spider-Man asked as he turned round and found Liz Allan standing in the doorway, surveying the damage.

"So, it seems we both have some explaining to do, Harry Osborn."

"I am afraid you are mistaken Miss, let's get you checked out at the hospital," Spider-Man said, trying to get out of his identity being found out.

"Oh Harry stop it, I saw you getting changed into your costume and jump out the window, I know it's you. Let's stop lying to each other, because this is what happens when secrets are kept," Liz said, pointing around the room at the destruction.

"Lads, can we have a moment?" Spider-Man asked, turning to Scarlet and Kid Arachnid.

"Sure, we'll see you later," Scarlet said as the pair of them shot out a web each and swung out of the hole, leaving Spider-Man and Liz alone.

"Shall we go somewhere private?" Spider-Man asked.

"Follow me."

Liz led them both down the corridor and into a room that didn't have glass for walls. She shut the door behind them and turned the lock shut. Pressing a button next to the door, there was a dull thump and the room became sealed to all external influences.

"So, the great Harry Osborn is the new Spider-Man. That is something I never thought I would say."

Harry reached up and pulled his mask off, small shards of glass tumbling down to the floor as he did so.

"And you seem to have been hiding the fact your brother is made of molten metal. How long has this been going on?"

Liz moved over to a chair and sat down heavily. Harry followed her and sat in a chair opposite.

"It started a few months ago, after the incident where the original Spider-Man was killed by your dad. I had just been offered the job at Oscorp and I started in the department responsible for clearing out the basement of all of your father's Goblin equipment. Mark came round to my house one night and he was in a lot of pain. Suddenly, his skin began to glow an orange colour and he became the Molten Man. He begged me to help him, so I snuck him out to the basement and locked him in one of the chambers your dad had built. He couldn't control when his powers activated and he was really scared. When you promoted me and sealed the vaults, it became easier for me to hide him and try and work on a way to cure him. However, yesterday he broke out and went missing. I wanted to tell you, but with the big meeting today, I wanted to wait until you had the company under your full control. I had no idea he would do something like this."

"You should have told me, I would have understood and helped you out. The company is second to the people around me. I have only done what I have to try and rectify the image of Oscorp and show the world I am nothing like my father."

"Well that is definitely true," Liz chuckled. "I don't think he would have looked so good in a full lycra costume."

"Thanks," Harry said, slightly embarrassed. "I do have a girlfriend you know."

"Oh sorry, please don't take it that way," Liz said apologetically.

"It's fine, don't worry."

"So, who's your girlfriend? Do I know her?"

"You met earlier," Harry said. "She was the person you stopped from coming in to meet me."

"Oh, that was her. I didn't know, sorry."

"It's fine. She did break into the building. It is good to know that there is someone I can trust with security."

They both chuckled again.

"So how did you become Spider-Man?" Liz asked.

"The original Spider-Man, you might remember him. Peter Parker?"

"Oh, yes I remember Peter. He was such a quiet person at school. I would never have guessed that he was Spider-Man."

"Well I discovered his secret, by accident, which led us to team up and work together. I would design the tech he used and make his new suits. Gwen joined us and we were a good team. The night he went up against dad, I injected myself with a serum designed to give me the same powers and I went to go and help him. It was just unfortunate that he died. I took on the mantel of Spider-Man in his honour. And in the last week, I have gained the help of Scarlet Spider and Kid Arachnid."

"I still can't believe the two quietist boys I knew at school, are the saviours of New York. I want to help in any way that I can."

Before Harry could answer, there was a ringing sound.

"Excuse me," he said.

Picking up his mask, he pulled it back over his head.

"Hello?"

 _"Harry, is that you?"_ came Gwen's voice, really agitated. _"Are you ok?"_

"Hey Gwen calm down, I'm fine. How are you able to call me? I am in an area of the building where signals are blocked."

 _"I have been able to boost the signal on a different frequency. You might want to get your scientists to check they have blocked every frequency. What happened?"_

"Someone broke in trying to kill Spider-Man, but my former head of security was able to stop him. Don't worry about me. Did you manage to get out of the building?"

 _"Only just as the hole appeared in the building. I was also right next to where the man landed. I would have stopped him, but he was on fire."_

"He's made of molten metal," Harry corrected. "Look, don't worry about me, I am just helping Liz out and then I will make my way home. I'll speak more about it later."

 _"Wait, you're with Liz and I am calling you on your mask phone. She knows you're Spider-Man?"_

"Yes, yes she does. It seems I am rather bad at keeping my identity a secret," Harry said, putting his head in his hand. "Can we speak later please?"

 _"Don't think this is going away soon,"_ there was anger in Gwen's voice.

She hung up the phone. Harry waited a moment and then pulled his mask off again.

"Sorry about that," he said.

"It sounds like I have got you in trouble. I am sorry for that," Liz said, apologetically.

"Don't worry about it. She doesn't want to see me hurt like Peter and I can't blame her. I would be the same if our positions were swapped."

"I am serious by the way. I want to help you find my brother and stop him. I have no idea about what he has gotten himself into, but he needs to get out of it."

"It would be nice for Gwen to have someone to be with when we go out on patrol," Harry mused. "Give me tonight and I will talk her around. I'll let you know tomorrow, what she says about it."

"I hope she can forgive me," Liz said.

Harry stood up and pulled his mask back over his head.

"Right, I need to go and rescue my clothes and then go and make a statement to the press."

"Let me check the coast is clear," Liz said.

She went over to the door and unlocked it and the room. Opening the door just enough, she glance both ways and saw there was nobody present.

"Ok, you can go. Good luck."

With that, Harry ran out of the room and to where he had discarded his clothes. Finding a secluded spot, he changed back into his civilian clothes and then proceeded to make his way down to the street, where the press had assembled.

"MR OSBORN, MR OSBORN!" the reporters shouted repeatedly.

Harry raised his arms for quiet.

"Hello, I have a statement to make about the attack."

The awaiting press calmed down, waiting to here what he was going to say.

"Today an intruder decided to break into Oscorp to spread fear and attract the superhero Spider-Man and attempt to kill him. In the chaos he created, he didn't end up killing Spider-Man, but a member of the board, Mr Gerald Kietchland tragically lost his life. I send my sincere condolences to his family and friends and rest assured, we will be cooperating with the authorities to bring this man to justice and bring peace to Mr Kietchland's family. On another note, today Oscorp has been taken off the stock market and we are going private. The board have been thanked for their many years of service and will be leaving us with heavy hearts. I would also like to make a pledge of $1 million to a charity of Mr Kietchland's family's choice. They will also be receiving in full his pension and an additional financial payment for each year of his service to the company."

The flashbulbs of the cameras kept popping in Harry's face.

"Thank you so much, that is all. I won't be taking any questions."

With that, Harry turned and walked back into the Oscorp building. He walked up to Henry the doorman.

"Is there a car I can take back home?" he asked.

"Certainly sir. It will be ready when you get down to the garage."

"Thank you Henry. I'll see you soon."

"Goodbye sir."

Harry headed to the stairs and went down to the garage. As said by Henry, a car was waiting to take him home.

"Good old Henry. As efficient as ever."

Harry greeted the driver and stepped into the car. They pulled out of the garage and headed back to the house. They managed to get through the crowds and off they went.

* * *

Fifteen minutes later, they pulled up to the house, to see a furious Gwen waiting for them on the doorstep.

"Hello," Harry said, as he got out the car and thanked the driver. "It's good to see you're safe."

"Inside, now," growled Gwen.

Harry didn't need to be told twice. He ran up the steps and into the living room. Gwen slammed the front door behind her, so hard, the glass almost fell out.

"What do you think you're doing?!" she shouted. "Another person now knows your identity. Can we trust her?"

"Gwen, calm down please. She saw me getting changed into my costume. I thought everyone had escaped and I was safe. She is one of my oldest friends and she feels really bad about what happened. She wants to work with us to catch her brother."

"Wait, that person who attacked you was her brother! Now I know she can't be trusted."

"Gwen, please listen."

Harry proceeded to explain everything that had happened and as he did so, Gwen's face began to soften, but it was clear she still didn't trust Liz. When Harry finished, there was a moment of silence.

"Ok I will work with her, but if she does anything suspicious, I will stop her."

"I'm sure you will," Harry said smiling.

He leaned in to get a hug from Gwen. For a moment she wasn't going to, but then relented and gave him a huge bear hug.

"I'm just glad you are safe," she said, relief in her voice.

"And I am glad you are safe," replied Harry. "Right, I need a distraction. I can't go out on patrol for a while, the house is being watched by the press. Where are Miles and Ben?"

"I sent them out so we could have a chat. They will be back later. I'll message them to make sure they come back as civilians, while you go and make some tea," Gwen said, a smile on her face.

Harry pouted for a moment and then smiled and went to the kitchen. He knew he had to make it up big time to Gwen.


	7. OO Industries

**Here is Chapter 7. It has been a long time coming. I hope you enjoy. Don't forget to leave a review.**

* * *

Gwen pulled the curtain back and peered outside.

"They're still here," she said, turning to see Harry coming out of the kitchen.

It had been two days since the events at Oscorp and the press were still camped outside the team's house, ready to get a glimpse of Harry. It had really started to impair the work of the Spider-Men.

"If they don't go soon, the criminal underworld will think that Spider-Man and his team have gone forever and they will restart their activities," Harry said, annoyance filling his voice.

"What they need is something to distract their attention away from you," Ben said, coming into the room.

"But what?" Harry asked.

"What we need is an alien attack," Miles said, unhelpfully.

Harry, Gwen and Ben looked at Miles with a raised eyebrow each.

"Yeah, sorry. That's the last thing we need."

Gwen took another look out of the window, however the journalists were suddenly on the move.

"That's odd, they are all moving off. Something must have happened."

Harry moved over to the statue of Athena and twisted the staff she was holding. The room began to turn into the team's headquarters. Gwen was on the console as soon as it had appeared looking to see what was going on.

"There seems to be a press announcement from OO Industries. It must be big to have such a large gathering of the press," Gwen said.

"What happens at OO Industries?" Miles asked.

"Otto Octavius Industries is a competitor to Oscorp. They have done lots of work with dangerous substances and they pioneered the use of robotics to carry out the experiments," Harry explained.

"I have heard that name before in my universe," Miles said.

"Well he isn't around anymore here," Harry went on. "Otto Octavius died last year, aged 74. His grandson runs the company now. I haven't had the chance to meet with him yet since taking over Oscorp and I have only met him once previously at a do dad threw."

"Here, we can watch the announcement," Gwen said.

She pressed a button and the live feed appeared on the screen. There standing on the steps of OO Industries was a young man in his late twenties. He was dressed in a tailored suit. He had sandy coloured hair and was lightly tanned from his holidays abroad. His bright blue eyes drew the attention of all, to his face. He was also toned from his trips to the gym.

"Today we would like to announce a breakthrough in our research," he began. "Using the element Tritium, we have managed to build a Fusion reactor that is self-sustaining and will provide enough power for the whole of New York. We plan to put these into production."

"Mr Octavius how safe are these reactors?" one reporter asked.

"We have done extensive testing on all elements of the reactors and we are fully confident that they will operate at 100% efficiency and there will be nothing that goes wrong."

"What do you want to say to your critics who dismiss your plans as ludicrous?" another reporter asked.

Octavius smiled broadly.

"We shall have to prove them wrong. Thank you for your time. Now if you'll excuse me, I have important work to be doing."

With that, the young Octavius proceeded to turn and head back into the building behind him.

"And there you have it," the reporter said coming back on camera. "The rise of another young CEO, leading the way in the scientific world. The question is, after Mr Octavius and the recent rise of Harry Osborn, are there any other companies ready to be run by those barely out of their teenage years?"

"We have to start doing it one day," Harry said as he turned off the video feed. "At least they are focusing on someone else now."

"I don't like the sound of those reactors," Gwen said. "I think we should keep a close eye on things over there at OO Industries."

"I agree. It might be worth putting a plant into the company," replied Harry.

"How are you going to do that?" Miles inquired. "Won't they be expecting other companies to spy on them, especially Oscorp."

"Well, we aren't just any company and OO Industries has never been as up to date as we have." Harry reached into a draw right next to him. "What Octavius doesn't realise is that some of his supplies come from a subsidiary of Oscorp. If we slip some of these," he held out his hand, "into the supplies, we will be able to get eyes and ears inside the company."

"What are those?" asked Ben.

"These are Oscorp's latest generation of nanobots, but with a Stark upgrade and then some of my own personal tweaks. They are undetectable and can be placed on anything. The bots are able to communicate over great distances and hack into any technology nearby. The frequency they use is also the most secure on the planet. Not even the NSA, GCHQ or Spetssvyaz can hack the signals."

"What supplies do they get from Oscorp?" Miles asked.

"Mostly chemicals. The nanobots have been designed to survive in the harshest of conditions, so we can slip these into some of the bottles and when they get opened, voila, we can deploy them to spy on Octavius."

"Do you seriously think he poses a threat?" Ben asked.

"His grandfather was working on something similar a few years back and there was a catastrophic accident. The authorities managed to cover it up, but many people involved were killed. If he has managed to solve the bugs that Otto faced, then I hope he is successful, but I remember reading the files on the disaster. There was a lot to fix and it didn't look possible."

"How did they manage to cover up the disaster?" inquired Gwen.

"How else? They blamed it on a natural disaster. 1980, Mount St. Helens a huge eruption, spewing out lots of ash and lava, with an earthquake measuring 5.1 on the Richter scale. Otto built a research lab next to the volcano, to use the power of the lava to help in his experiments. The prototype failed and caused a series of earthquakes around the volcano. This caused a premature eruption, but one to an enormous scale. In many ways, Otto did the world a favour that day. Had the volcano been left to stew for any longer, it may have resulted in a much more devastating eruption. The last time it had gone off, was back in the 1850s."

"And now they are continuing that work in the middle of New York?" Gwen said. "What if it were to go wrong again?"

"That is what I intend to prevent. I will make sure that these get into the next order. It just so happens there is one to go out later today. I better make my way over to the distribution centre and get it sorted."

"You might want to go in undercover," Gwen suggested.

"My thoughts exactly. Is it ready?"

"I did the finishing touches last night."

Gwen moved into the lab and soon returned with a box in her hands. Putting it onto the table, she lifted the lid, reached inside and pulled out a Spider suit with a difference.

"Wow, that is quite a change," Ben said. "That is supposed to be undercover?"

What the four of them were looking at wasn't the traditional red and blue of the Spider-Man costume. This one was shaded in green. Where the blue would be normally, a light green and where the red would normally be, a dark green.

"Green, that is a radical change," Ben commented.

"You don't have to worry about the colour, it won't be there for long. Go and put it on," Gwen instructed.

Harry grabbed the suit and disappeared into another room.

"Have you gone mad? He'll be ridiculed," Ben stated.

"As I said, the colour won't be there for long. It served a dual purpose. The suit isn't designed for his normal patrolling, it serves a different function."

As they were talking, Harry reappeared, covered neck to toe in the green suit.

"I totally understand that it doesn't look great, but he isn't going to a fashion show in it. Ah there you are, oh yes that doesn't look good does it. Green isn't your colour," Gwen said.

"That's just as good then. I have gone off green," replied Harry.

"Oh, sorry. That isn't what I meant," Gwen suddenly said, realising the link between Harry and the Green Goblin.

"I know. Don't worry about it. So, how does this thing work then?"

"Hit the spider on your chest. With the right amount of force, calibrated to your spider strength, the switch will activate."

Harry followed Gwen's instructions and hit the spider. As he released, a strange pulsating pattern began to ebb its way across his chest and the green began to disappear, being replaced by the view behind Harry.

"An invisibility suit," Miles breathed in awe. "Wow, I want one."

"Maybe another time," Gwen said. "I only have one pair of hands. I can't make you all suits all the time."

Harry was now just a head - and some neck - floating in the air.

"When you put your mask on, the circuits in the suit will connect and it too will become see through. Just remember, you are only invisible. You aren't a ghost, people can still bump into you. The suit should block your thermal signature and there is next to no sign that you are standing there. Just be quiet and don't get in anything's way, then you will be fine."

"Didn't you already make an invisibility suit? I wore it when Dr. Ratha came round." Ben checked.

"I did, but the system was a prototype. There were some major bugs in the software architecture. This suit is the new and improved version."

"It's great Gwen. Such a clever idea. Now I get the green reference. Green screen. Maybe a blue one would look better?" Harry suggested.

"Shut up," Gwen commented. "You had better go and get the order bugged. It is due to leave the depot in 3 hours."

"I'm off," Harry said as he pulled on the mask and completely disappeared from view.

"Have you gone?" Gwen asked the air?

Suddenly, Gwen shrieked as her body fell backwards and stopped in mid-air. A small section of Harry's face appeared in the air as it leant in and kissed Gwen.

"I'll go now," he said laughing and pulling the mask down again.

Gwen tried to punch the air as she straightened up, but it was to no avail. Harry had gone and that was confirmed by the alert on the screen showing the roof door opening.

"Do you think that Octavius' plan is dangerous?" Ben asked Gwen.

"I have looked at the files Harry was talking about and that eruption was a disaster. I only wish he has found a secure and safe way to contain the Tritium when it is at critical. That is the most dangerous stage."

"Sounds fun," Miles said.

"If possible citywide destruction is fun, then yeah. Fun."

"Maybe not then."

"Anyway, I have to go to a meeting," Gwen said. "You two have fun, try not to get into too much trouble."

Gwen gathered her things together, repeated her farewell and left the house, the security system sealing the door behind her.

"So, what do you want to do?" Miles asked Ben.

"Fancy going on patrol?"

"Sure, why not. It would be a good opportunity to get to know you better."

"Well then, time to suit up. Meet you in the attic."

Ben left the room and Miles deactivated the control panel, setting the room back to normal. One the sofa had clicked back into place, he moved up to his room and changed into his red and black suit. The satisfaction he had at pulling the mask over his face, never got old. He may not be in his home universe, but he could still make a difference in his adopted one.

Moving through the house, he climbed the stairs to the attic and found Ben waiting there for him.

"Ready?" Ben asked.

"Ready."

The two Spider-Men pulled on their masks and leapt out on their patrol of the city.


	8. He returns

**Here is the next chapter. Enjoy!**

* * *

The doors opened with a hiss and the pallet moved forward, being pushed by the delivery driver responsible for its voyage to the delivery bay. As the pallet moved into place, the driver breathed a sigh of relief. This was the last one and now he could leave to go home. Pushing the release button, the trolley lowered down and slid out at his command. Turning, he left and headed back to his vehicle, leaving the room empty, apart from the consignment of goods.

A few minutes later, there was a buzz of activity as a series of scientists in their white lab coats moved into the room and began to unpack the delivery and sort the items out onto their relevant trolleys. They then began to wheel these off to the labs they were needed in. Unbeknownst to the scientists, there were hundreds of nanobots suspended in the various chemicals they were sorting through. If all went according to plan, the nanobots would leave the chemicals before they were used and begin their task of spying on OO Industries.

* * *

"Are they there?"

Back at the house, Gwen was looking at the screens.

"They are in and on the move."

Gwen turned to face Harry who had just walked back into the room. He had changed back into his civilian clothes, a white t-shirt with an open plaid shirt over the top, a pair of dark blue jeans and black trainers.

"Good, that was a close call. I was almost spotted the guards at the distribution centre. I think I managed to make them believe the boxes moved because of an animal of some sort. I just got a text informing me that animal control has been called out."

"Well at least you weren't caught. I can't imagine what they would think if they found their boss dressed up in an invisibility suit and dropping nanobots into his own products."

"Yeah, they would think I have gone mad. Where are Miles and Ben?"

"Not sure, I left for my meeting and they were still here."

"Oh I forgot you had that meeting. How did it go?"

"It went well. I think I have managed to secure a deal with the city. We are well on our way to securing the 4 stations we want. 18th Street, 91st Street, the City Hall Loop and Worth Street are soon going to belong to us."

"What do the city think we want those for?" Harry asked.

"They don't really care; they just want to get rid of them. As long as we secure the lines and don't disturb them, then we can get them and use them for 'official Oscorp business', better known as Spider-Man business."

"They will be really useful, different areas across the city where we can hide resources and use as mobile command centres."

"We will be able to get them adapted within the next two weeks. Tony is providing some of his assistant drones to aid with the construction. They should have the work done in no time and they will not need to sign no disclosure forms."

"I don't know how I will ever repay Tony for all the help he has given us," Harry said.

"I think he feels really bad for what happened to Peter. He wasn't able to keep him safe, but now he can help protect you. Anything he can do to help you, he will. You are avenging Peter's death by carrying on his legacy and Tony is an Avenger."

"I see what you did there," Harry said with a smile.

"Anyway, don't knock it. Yes you could quite easily afford it yourself with the funds you have inherited from your father, but you can now use the money saved to do some good in the world."

"Absolutely. I was thinking about setting up a fund to help those not as fortunate as me. Get those who don't usually have the opportunities, to go to university and get a good headway in life."

"That sounds like a lovely idea and certainly one Peter would definitely appreciate you doing," Gwen said as she hugged Harry tightly.

It was at that moment, the door to the house opened and they both heard the voices of Ben and Miles.

"That was so cool," they could hear Miles saying. "The way you used that web to stop the robber. Could you teach me how to do that?"

"Maybe later, it is kind of my little trick," Ben replied.

The two of them walked into the living room and came face to face with Harry and Gwen who both had inquisitive looks on their faces.

"And where have you two been?" Gwen asked, a slight motherly tone coming to her voice.

"Just out on patrol," Ben said.

"Get up to anything interesting," Harry queried.

"Yeah, we managed to stop a bank robbery from happening. It was so cool, Ben managed to disarm him and then I stood there and put on my best manly voice and said, "Stop! for we are the Spider-men!""

"You really didn't have to say that," Ben said, his head in his hand, embarrassment filling his face.

"Sounds like you had a good time. Why did you come back through the front door?" Harry asked.

"We went out for a drink afterwards, a quick change here and then out," replied Ben.

"And you didn't get us one?" Gwen asked, mock sadness filling her voice.

"In our defence, we didn't know when you would be back. You weren't here when we dropped back in earlier," Ben said.

"It's fine," Gwen replied, "we'll just have to do without."

A smile creeped onto her face.

"Did you enjoy your meeting?" Ben asked.

"It was very successful."

"And did you manage to bug the shipment?" he asked Harry.

"All sorted, they should be moving the supplies into place now. Talking of which, I had better check the signal is getting through."

Harry moved over to the coffee table and pressed a hidden button, disguised as one of the screw caps. The surface shimmered and a holographic projection suddenly appeared above the table. Moving his hands through the projection, Harry brought up a view of the OO Industries buildings. As he had said, a series of red dots showed up all over the building, indicating where the nanobots were. Some of these dots were still moving around, showing that not all the supplies had yet been distributed.

"Looks like they have taken the bait," Ben said. "Just as the Trojans did with the horse."

"Hey good one, I hadn't thought of it like that," Harry said looking up at Ben. "Right, if I swipe my hand like this," Harry brought his hand down through the hologram at an angle, "then the nanobots should fully activate."

As if on cue, the red dots became green.

"Brilliant. They should now be sending us live pictures. We will soon find out if we should be worried by OO Industries."

* * *

Back at OO Industries, the grandson of Otto Octavius sat behind his desk studying the latest figures he had been given by his scientists.

"This looks really promising," he said. "We shall be able to go operational sooner than we had planned. "

"Um sir," one nervous scientist interjected, "it might be wise that we stick to the original timetable, just so we can be sure everything is working properly." He immediately regretted saying anything.

"And why would it not work now? The machines have been completed ahead of schedule and all our tests have been a huge success. I see no reason to delay. We can provide all of this clean energy to the masses of New York and salvage the name of Octavius."

"But if it goes wrong, then you will bury your family name forever," the same scientist that interjected, said.

"That is a risk that I am willing to take, I need this company to succeed."

"Are you sure that Stark and Osborn are going to let you?" another scientist asked.

"They have no idea of what we are doing and they won't be able to stop me, even if Stark is Iron Man. This is going to blow Stark's Arc Reactor out of the water."

Octavius got up and walked over to the window. He looked out at the city expanding before him.

"We will transform humanity's future and allow us to go beyond these shores. Come, let's go and get this started."

He led the way out of the room and down the corridor to the launch laboratory. He stopped for a moment and looked over at a glass case that stood to one side. Mounted within, were the metal arms that his grandfather had developed to handle dangerous objects. He had wanted these to be placed on display for all to remember the great Otto Octavius. Here they now stood looking over the work they were now doing.

"Ok, let's get this party started," Octavius said.

He walked over to a large control desk and pushed a few buttons. He motioned for a scientist to bring forward the Tritium and place it into the machine. When it was in place and the scientist had moved away, Octavius pushed a button on the control panel and the Tritium descended into the bowels of the device and it began to glow. The machine whirred into life and power began to flow out of it.

"Cut the Power Grid from the building," Octavius ordered.

Another scientist across the room pulled a lever that cut the main power to the laboratory. As they did so, the reactor surged and the lights grew slightly brighter in the room.

"It is a huge success," Octavius said, as cheers rang out through the room. But the happiness was not going to last long.

The machine began to make a noise, like a deep growl and the glow got brighter and brighter.

"Something's wrong, we need to shut it down," a voice shouted.

"No, leave it. The machine is stabilising, it will settle down soon," Octavius shouted back.

However, he couldn't be more wrong. The power grew stronger and stronger, until the gravity in the room began to be affected. Items began to move towards the fusion reaction, as its gravitational pull grew stronger. The scientists began to panic, some running from the room. Octavius span around, not knowing what to do, that is when he noticed his grandfather's mechanical arms. The glass case was lying around it in a million different pieces. An arc of electricity shot from the fusion reactor and hit the arms, which twitched from the buzz of electricity.

As he watched, Octavius saw the arms continue twitching as the electricity died away. They began to rise from the rack they were laid upon. From a distance, he heard laughter, an evil laughter filling the air. The arms began to walk, stumbling slightly, out of the case and towards the reactor. Octavius stared, shock stopping him from moving. As the arms got closer to the reactor, more electricity began to crackle around them, forming the shape of a human body. It began to solidify and before he knew it, Octavius was staring right into the eyes of his dead grandfather. The electricity began to die down and as it did, Otto Octavius' features began to soften as his body was restored to that of a younger man.

"Doctor Octopus, you were Doctor Octopus," Octavius stuttered. "How did you become so old?"

"Ah, my grandson, or at least that is what you believe you are."

The reactor began to make a deep rumbling noise. Otto reached down to the belt of his arms and pushed a button. The reactor began to slow, the glow lessening.

"What do you mean?" Octavius asked.

"You are not my grandson, merely a walking DNA vessel, to allow me to come back. This equipment needs Octavius DNA to work and you were my key."

"But how did you become so old? Why are my memories so conflicted?"

"You are flawed. I was unable to programme you with a correct order of memories before I died. You remember bits before I could memory flash New York. No one remembers that Otto Octavius was Doctor Octopus, they remember me as the head of OO Industries. Now, however, they will meet me in my strongest and most deadly form."

Unbeknownst to both men in the room, there was another occupant who was watching them. He had managed to sneak in through a door during the earlier commotion. Spider-Man watched the newly formed Doctor Octopus lift one of his metal arms and aim it at his 'grandson'. In a split second, Spider-Man sent a web shooting towards Octavius. The web attached itself to his jacket and Spider-Man pulled him out just in time to get away from the metal arm, as it came crashing down into the concrete floor.

"Spider-Man," Doctor Octopus hissed as the hero burst from his hiding place and landed in front of the villain. "Oh, you're not the Spider-Man I used to go up against. You are new. Good, fresh blood for me to get into. What happened to the other Spider-Man?"

"He died, but you are dealing with me now, so leave him alone."

"Ooh, I touched a nerve. Good, that makes you vulnerable. Let's fight."


	9. The threat

**Here is the next chapter. Enjoy!**

* * *

Otto's metal arms flew towards Spider-Man, who managed to duck and weave past them, out of harms way.

"Hey, do you mind putting some clothes on?" Spider-Man quipped. He could no longer stand looking at Otto's nude body.

"Oh Spider, am I offending you that much?" Otto laughed. As he did do, another of his metal arms shot out, trying to catch Spider-Man off guard, but he was to slow for Spidey's senses.

"Just tell me one thing," Spider-Man said. "What did you mean by memory flashing New York?"

"Very clever Spider, distract me by telling you my plans. Very well, I will comply. I was out a couple of years ago, hunting Norman Osborn, ready to enact my revenge on him for the failed experiment that killed my wife and fused these arms to my body. All of my plans failed and were thwarted by your predecessor. I knew I needed to make myself superior, capable of destroying anyone who stood in my way. I devised a solution, in order for this to work, people had to forget about me as the 'evil' Doctor Octopus and remember me as an older man. I used large beacons around the city to send a memory altering frequency into the minds of everyone here, I rewrote my history. I then killed myself, but downloaded my consciousness onto my data systems before I fully expired. My 'grandson' would then take over the company and continue my plan for me, while I perfected everything and directed it all from my software self. When the time was right, I would use the experiment today to reform myself into a new, more powerful being. One that will take longer to age, is much more robust and youthful. I am capable of huge strength in my human body as well as through the arms."

"Still doesn't stop you from being nude," Spider-Man commented.

"I was getting to that part," Otto sneered. "Behold, I will complete the upgrade.

As he spoke, the floor around him began to bubble, it was like it was coming alive. This could only mean one thing, nanobots. Otto began to be covered in the tiny robots, as they completed his so called 'upgrade'. As they began to clear, Spider-Man could see the changes.

Otto's metal arms had become sleeker and more deadly looking. He was now dressed head to to toe in a skintight suit, that from a distance, could be mistaken for a Spider-Man suit. The mask, upper torso and shoulders where a grey couloir, whilst the arms, lower torso and legs were black. Sitting in the middle of his chest, was the outline of an octopus, green, with its legs wrapping around his front and meeting at the back, leaving green lines across the suit. The eyes of the mask, were very similar to the ones that Spider-Man himself had. The arm's band, no longer came across Otto's waist, but they remained on his back. The also had on both writs, a metal band, with green lights, that Spider-Man deduced could control any of Otto's tech, including the arms.

"I am the Superior Octopus," Otto declared, as he flexed his muscles, which were heavily defined in his new skintight apparel.

"Well that can't be good," Spider-Man muttered under his breath.

Octavius let out a yelp. He backed away from the two Lycra clad men. His life was a lie, a total and utter lie. He couldn't stay here, he had to escape. He raced over to the lab door and furiously tried to open it.

"I don't think so," Otto said, an arm shooting like lightning across the room and curling itself round Octavius. He was dragged backwards just as fast. "I still have a use for you, my 'grandson'"

"Let him go, Otto," Spider-Man said. "What possible use do you have for him now?"

"Oh Spider, I have told you too much already. You'll just have to wait and see."

With that, Otto thrust another arm towards Spider-Man, who was too slow to react and found himself being flung backwards and slammed into the wall, leaving a nice dent, plaster falling around him. Otto then proceeded to use his arms to climb the wall, dragging Octavius along with him, up to the windows at the top. Before he could smash through, Spider-Man managed to lift his right arm and from his wrist, shoot a small nano tracer, right at Octavius' face. Now he would know where he was going. Otto smashed through the glass and scuttled out of the building. Spider-Man was left alone.

He heaved himself up from where he had landed. Since gaining his powers, his body had become more resilient and resistant to pain, but the force that Otto had slammed into the wall, was enough to make him slightly unsteady on his feet. He limped over to the control panel of the fusion reactor, it had still been running this whole time. Pressing a few buttons, he killed the power and the reactor stopped. The lights in the room all went out, plunging the room into darkness, except for the few shards of light that came from the windows up above. Shooting a web up to the roof, Spider-Man made his way up to the window that Otto had left by and made his way back to the house.

* * *

Earlier...

"Brilliant. They should now be sending us live pictures. We will soon find out if we should be worried by OO Industries."

Harry pressed another button on the coffee table and sure enough, a bank of thumbnail videos sprung up, broadcasting live images from OO Industries. Harry began to flick through them, until he found one that was quite interesting. Placing his fingers around it, he lifted the hologram up from the table and threw it towards the large screens along the wall. The live video burst into life on the screens.

"Now that doesn't look good," he mused.

"Why?" Miles asked.

"See that?" Harry asked pointing at the reactor, "that I am guessing is Octavius' reactor, except there is something else. Something not quite right about it."

They watched as a series of people suddenly entered the room and began to move around the machine, setting it up. They saw Octavius himself activate the machine. That is when it all went wrong. The machine began to arc electricity out towards the people in the room.

Before Miles, Ben or Gwen had realised, Harry was stripping off his clothes, to reveal his Spidey suit beneath. Pulling his mask on he turned and said, "this is not right, I have to go and stop this."

"Do you need us?" Ben asked.

"No, you stay here and monitor the situation. If I need you, I will let you know."

With that, Harry raced upstairs and was soon swinging away towards OO Industries. What was Octavius doing? He had to know.

Harry arrived as scientists were running from the room. He slipped inside without anyone noticing. That was then when he saw the electricity die down around the arms and the newly formed body of Otto Octavius appear.

* * *

Back to the present...

Spider-Man landed back in the attic and moved inside, removing his mask as he did so. Harry moved slowly, the knock had really hit him hard. He began to limp downstairs, but was met with an out of breath Miles.

"Wait stop," Miles whispered.

"Why are you whispering?" Harry asked.

"We have company," he replied.

"Who?"

"You had better come and see, but not wearing that," Miles pointed to Harry's suit.

As they moved downstairs, Harry dived into his room to change back into his civilian clothes. He emerged a second later.

"Wait," he whispered. "How am I going to explain me being upstairs?"

"You have been on a business call in your room, dealing with Oscorp things."

"Good cover."

They both reached the bottom of the stairs and moved into the living room. Waiting there on the sofa was Liz Allen.

"Harry," she said, relief filling her voice.

"Liz?" he replied, "what are you doing here?"

"We have a problem."

Harry moved round the side of the sofa and saw what the problem was. Liz was holding one of Oscorp's new holographic tablets. Coming up from its surface was a 20 inch holographic image of Doctor Octopus, or as he now liked to be called, the Superior Octopus.

"Mister Osborn," the doctor mused, "so good to be finally acquainted with you. I thought it would be good to introduce myself. I am Doctor Otto Octavius, the owner of OO Industries."

"Hang on a minute, I thought you died," Harry said, playing the part of ignorant citizen. "What do you want?"

"Well as the owner of my biggest rival, I thought it would be fair to announce to you that my company will soon take over Oscorp, as we will take over the world. If you try and stand in my way, I will make you and all of your associates pay with your lives. Don't try and stop me."

"I will never let you take over my company and I will never let you hurt those around me either," Harry growled.

"So be it. I do however have a test to see how moral you really are."

Otto's metal arms fully came into view and with them, they carried Octavius.

"This is my 'grandson' Karl Octavius, named after my late uncle. If you get in my way, I will kill him. Will you let an innocent person be killed?"

"How do I know he isn't just like you? He is has your DNA. It doesn't matter whether he was fathered naturally, or grown in a lab, he carries your blood."

"Oh believe me, Karl here is just a puppet. He is nothing like me, just a carrier for my DNA. You tell Spider-Man to stay away from me."

"What makes you think I know Spider-Man?" Harry asked.

"I have been able to catch up with the news Mr Osborn. I know that the former Spider-Man was a good friend of yours, so it is likely that you would ally yourself with the new one. No doubt you even supply him with some of your Oscorp technology, he certainly seems more sophisticated that the last one."

"I will warn him," Harry said, "but I can't guarantee that he won't leave you alone. He is his own man, he doesn't have to listen to me."

"Indeed, but I will defeat him one day. You can be sure of that. And now I must go, I have things to be getting on with. Consider yourself warned Harry Osborn."

Before Harry could reply, the call cut and the hologram disappeared. Liz turned the tablet off and put it away in a bag by her feet.

"What are you going to do?" Liz asked. "You do have to stop him, Spider-Man can't sacrifice one man for a whole city."

"No I won't. I will do my best to save everyone. His clone deserves to live, but we will have to see if he takes after Doctor Octopus. Gwen, lets make sure we keep an eye on the underground chatter about him and see what moves he makes."

"On it," Gwen said, tapping away at her phone, setting up alerts and notifications.

"Ben, Miles, I think we need to step up our patrols near places that might be appealing to murderous megalomaniacs. Let's keep an eye on the docks and warehouses. He could be hiding out there."

"Will do," the pair said together. With a nod, they both moved off upstairs, stopping back their clothes to reveal their suits as they did so.

"Liz, Oscorp is under threat. If he is serious about taking us over, we need to monitor all of the communication coming in and out of the company. I wouldn't be surprised if he tried to put a spy into the company. Do you think you can keep an eye on Oscorp?"

"Of course, I would love to help you out. I can finally so something for you."

Liz got up to go.

"Oh by the way," Harry said, his voice dropping to a whisper so only Liz could hear, "I have looked more into where Mark is. My trail keeps going cold though, pun not intended. He seems to have gone underground since the Oscorp attack. I haven't come any closer to identifying the person who turned him into Molten Man. I am so sorry."

"That is alright, I know you have done your best. Thank you for helping me, you do t have to after all the damage he did. I still don't know why you kept me on after what I did to keep him a secret."

"Liz you are a friend, you did what you did to protect someone you love. Trust me, some in my family have done a lot worse to hide their secrets. We will find him and we will help him."

Liz gave Harry a hug.

"Well I had better get back to work, they'll be wondering where I have got to," Liz said as she drew back from Harry. She bent down and retrieved her bag. "I'll see you soon."

"Yes, see you soon."

"I'll let myself out."

With that, Liz left the room and Harry soon heard the front door shut behind her.

"Is she alright?" Gwen asked, coming back into the living room from the lab.

"Yes, I was just giving her an update on her brother. It wasn't that useful."

"At least you are trying. That is the important thing. Do you think Octavius had any part in it?"

"Which one?"

"Doc Ock?"

"I don't know. He seems to have been planning something big for some time. He might have orchestrated the attack on Oscorp. I would not be surprised."

"We need to keep vigilant then. Leave nothing to chance, we must protect the city from Doc Ock."

"The last time I saw him was the night I discovered Peter was Spider-Man. I won't let Peter down by letting Ock win."

Gwen could see the emotion building in her boyfriend's face and moved over to give him a hug.

"He won't win and do you know why?

"Why?" Harry asked.

"Because you are Spider-Man and you are the good guy. You also have to other superhero friends that will help you and me and Liz will do all we can to support you too. We are a team and we are a strong team."

Gwen pulled back slightly, a smile on her face.

"If you give in easily, then Ock will win. Keep the smile on your face and stay confident."

Harry had a smile come to his face.

"You are the best girlfriend in the world. You are my rock and strength."

"You are sweet. What do you want?" Gwen said, her tone changing slightly at the end.

"Nothing, just for you to never change."

"Oh, I can't guarantee that."

They both drew close again and shared a long kiss. The soon broke apart.

"Well, I had better go out on patrol, though I do feel really stiff still from that pounding Ock did earlier."

"I have just the thing for that," Gwen said, moving over to the lab.

She came back a second later holding a small pile of fabric.

"Here, put these on under your suit."

She gave Harry the pile. Harry pulled the fabric apart.

"They're compression tights," Gwen explained. "I have adapted them to help with your superhuman physic. They will ease the tension in your muscles and give you the support you need while your body heals. Your body does heal faster that us regular humans, but you did take a rather powerful hit and your body is probably taking longer to recover."

"You want me to wear tights?"

"Um dummy, you already wear a skin tight suit. How is that any different?"

"I dunno. I don't call them tights. Maybe that is what is putting me off."

"No one is going to know, they are just as skin tight. They won't be visible under your suit."

"Fine," Harry said begrudgingly.

He took the tights and went upstairs to get his suit from his room. As he pulled the tights on, he hated to admit it, Gwen was right. They were already helping to smooth his aching muscles. He pulled the Spidey suit on over top and again, Gwen was right. The tights could not be seen under, well the tights.

Harry sped out of his room and was soon swinging out into the city, keeping an eye out for Doc Ock and any of his tricks.

* * *

As the Spider-Team split up and began their preparations, Doc Ock was sat in his new lair watching a bank of monitors in front of him. They showed a variety of live video feeds from all around the city, from cameras Otto had placed there before he had died. It felt so good to finally be back in a flesh body. The time he had spent as a digital consciousness had enhanced his knowledge and learning, but there was something about a physical body that gave such freedom and power.

Ock had removed his mask which now sat on the table in front of him, the eyes staring back. Just like Spider-Man's, the eyes were reflective, meaning from the could not seen in, but from the inside you could see out. Right now, Otto could see his reflection in those eyes and what he saw pleased him. A younger, fresher and better built body that he had ever had before. No longer was he the smart, dorky doctor, with the flabby body who had become a powerful villain. Now he was the smart, dorky doctor, with the body cut from marble that was becoming the most powerful villain ever. Never before would he have dressed in a skin tight suit, but now he understood why the heroes did it. It showed the power of the body and the confidence in the wearer. He could see why the girls swooned when they saw the likes of Spider-Man and Captain America.

Oh how Otto wanted to be like them and gain that respect. Well no matter, with what he had planned, people would respect him, even if he had to force them too. Reaching forward, he picked up his mask and pulled it over his face. Now it was time to work.

"Watch out Spider-Man, I am coming to get you," Ock said, laughter filling his voice.


	10. A storm crash lands

**Don't forget to review!**

* * *

Aunt May sat quietly in her chair sipping a cup of tea and staring out at the view from her house over the garden. She was relaxing in the new house that. Harry had gotten for her after the last one was attacked by a Green Goblin from another universe. This house, Harry had said, contained some of the most sophisticated protective technology on the planet. Nothing unauthorised would be able to penetrate its walls. It was safer than even Area 51.

Sometimes she would get visits from various S.H.I.E.L.D agents to check she was ok and a few times, even the great Tony Stark had come. He particularly liked her pumpkin pie.

Today, May was thinking a lot about her nephew and all of the things he sacrificed, to help keep the city safe from those who would want to see it destroyed. The bravery he had shown and the willingness to put himself in such danger, all to repay the guilt he had over his dear Uncle Ben's death. To this day, May didn't think even she could have mustered up the courage to take the same steps as Peter had done.

And now, Harry Osborn had taken on the mantel of Spider-Man, after all the things he had gone through. May felt so sorry for him. Harry was not brought up with the same love and attention that Peter had got. Harry's father was a cruel man, who used his relationships with his family, only to further his work and not because he truly cared for them. How had Harry turned out to be such a respectable young man? May felt honoured to know him and to have him carry on Peter's legacy. A small tear rolled down May's face as she recalled these memories.

May turned and switched on the radio sat next to her, so she could hear the day's news. What she heard next, brought a lump to her throat and more tears to her eyes.

"It is my great pleasure to announce," Harry's voice came over the radio, "that today I announce the formation of the Ben and Peter Parker foundation for those in unfortunate circumstances. It is my mission, to remember the hero of New York and the man who inspired him, by helping those who are less fortunate that ourselves and get them out into the world, prepared and ready to make something of themselves. Ready to show those fat cats in suits, that it is the ordinary citizens that make a country work and we need to look after those people, so that they can have a prosperous life, but that our country too has a future. If we neglect our citizens, then we neglect our country. I have had a fortunate life. I was brought up not having to do much for myself, but I resented that. I resented having that silver spoon in my mouth. I wanted the opportunity to do things for myself and forge my own path, without it being dictated for me. This is what my foundation hoped to achieve. We will provide the money to those who need it most for them to chose their path and we will be there to help them in their decisions. I have seen this in great charities across the world. In the UK, they have the Prince's Trust and it had helped so many people over the years. Now I am not comparing myself to Prince Charles, but I have he means to make a difference here in America and I want to take it."

"And that was Harry Osborn earlier announcing his new foundation," the radio announcer said.

Aunt May turned off the radio and sat back in her chair. That boy really is special, she thought. She remembered at how much Harry had doubted himself over his worthiness to take over from Peter as Spider-Man, but with this he had definitely proved himself.

There was a knock at the door. Aunt May stood and went to answer it. Before she did, she bent down and looked through the eye piece in the door, just to check who was standing there. To her delight, Harry himself was there, along with Gwen. May opened the door and threw her arms around Harry.

"Oh my dear boy, thank you," she said, tears beginning to fall down her face.

They moved inside and shut the door.

"I hope you will forgive me that I didn't talk to you about it before. It was rather a sudden decision and I wanted it to be a surprise," Harry said.

"Harry Osborn, you have made me the happiest person on the planet, of course you are forgiven. It is a wonderful way to remember Ben and Peter. I am sure lots of people will benefit from your generosity."

"I hope so," Harry replied. "I am here as well to ask you, would you like to be a member of the board and have some shares in the foundation? I will happily give you some of mine, so you can have a say in where the money goes, they were your husband and nephew after all. I barely knew Uncle Ben and Peter was my best friend."

"My dear boy, Peter was like a brother to you. You became part of the family. I think you are probably more Parker than you are Osborn."

With that comment, a small tear came to Harry's eyes.

"Now, would you like a drink either of you?" Aunt may asked.

"Don't worry," Gwen said as Aunt May began to stand up, "I'll go and get them. You rest."

Gwen got up and went to the kitchen and began to prepare the drinks. Whilst she was gone Aunt May and Harry talked.

"So when are you going to ask her to marry you?" Aunt May asked.

"Aunt May," Harry said, false shock filling his voice.

"Hey, I said you were part of the family. It is the mother's job to ask her children these questions and as your mother is no longer around, I thought I was your next best thing. So, when are you two going to get hitched?"

"I have been thinking about it and after everything we have been through, my mind has turned to it more and more."

Aunt May had a beaming smile on her face. She leant over to a box beside her chair and reached inside. When she came back up, I her hand was another smaller box. Harry had an idea of what might be inside this box.

"This is my grandmother's ring. I want you to take this and use it for Gwen."

"Aunt May, I can't accept this. This is too precious for you to give away, I am not even your son."

"Harry Osborn, were you just not listening? You are now apart of this family, you are like my other son I never had. I have lost the only other person I could call son, so I can't give that honour to him. Please take this and make an honourable husband for a wonderful woman."

She thrust the box into Harry's hand and he took it rather tentatively.

"Thank you," he whispered, emotion once again filling his voice.

The clinking of cups on a tray indicated Gwen returning from he kitchen and Harry quickly hid the little box in his pocket, right under the mask that was in there.

"Here we go," Gwen said as she came back in. "Tea is served."

"Here, let me pour," Harry said.

He poured three cups and handed them out to Gwen and Aunt May, keeping one for himself.

"So what were you two talking about whilst I was in the kitchen?" Gwen asked.

Harry looked nervously at Aunt May, who gave an encouraging smile and nod, a twinkle in her eye.

"Umm, we were, umm," Harry stuttered over his words.

Plucking up the courage, Harry put his cup down and reached into his pocket, fumbling for a moment as he tried to retrieve the box from under his mask. He finally brought the box out and moved down onto one knee in front of Gwen.

"Gwen Stacy, you have helped me through some of the toughest times in my life and I couldn't imagine life without you. Will you make me the happiest man alive and do me the honour of becoming my wife?"

Harry opened the ring box and presented it to Gwen. She sat there in shock. It took her a moment to digest what had just happened.

"Harry," she began, the words escaping from her. "Harry, yes. Yes I will marry you."

The two of them embraced each other in a tight embrace, while Aunt May looked on beaming. The two withdrew from each other and Harry took the ring from the box and placed it onto Gwen's right hand. They kissed again.

Their warm embrace was not to last for long though. The room was suddenly lit in a bright orange glow and there was a large crash from out in the garden. Harry and Gwen burst apart as Harry got into a defensive position in front of both Gwen and Aunt May.

"What was that?" Aunt May asked in horror.

Harry slowly stood up and moved over to the window. Outside, the garden had been torn up and there was a flaming mess at the bottom. As he watched, Harry saw the flaming mess moved and stand up. The flames began to die as the figure looked around at the devastation they had caused. As the smoke cleared, Harry could see that the figure was wearing a Fantastic Four suit. Johnny Storm, the Human Torch, was standing in Aunt May's back garden.

"What is it?" Gwen asked.

"It isn't a what, it is a who. It's the Human Torch," Harry replied.

"Johnny Storm? Here?" Gwen asked, slightly fangirling.

Harry noticed his fiancée's reaction.

"Hey, don't forget we have just got engaged."

"I know, but you can't deny he isn't handsome."

"Well are we going to see what he wants?" Aunt May asked.

"Good idea," Harry said. "I haven't had anything to do with the Fantastic Four, I wonder why he is here."

Harry went through the kitchen to the back door and placed his hand over a scanner next to the door. This was one of the many ways the house was protected. The scanner accepted his print and the door unlocked. Harry pulled it open and moved out onto the top step.

"Hey there," Johnny said. "I seem to have made a little mess here, sorry."

"What do you want?" Harry asked.

"Are you Spider-Man?"

"No, why would you asked that?" Harry looked around at the neighbouring houses to see if anyone was out listening.

"Oh sorry," Johnny said, realisation hitting him. "Can I come inside?"

"Why?"

"I need to get in touch with Spider-Man. I had better get out of the open as well. We don't want to attract any unwanted attention."

Harry thought for a moment and then beckoned him in.

"Just don't set the house on fire."

"I'll try not to," Johnny laughed as he walked up the steps and past Harry into the house.

Harry moved back inside and closed the door, the lock clicking into place.

"So do you know where I can find Spider-Man? I was told I would be able to find him here."

"Who told you he would be here?" Harry asked.

"Director Coulson of S.H.I.E.L.D. He told me that Harry Osborn would know. Now I know you are Harry Osborn."

"Phil Coulson, I thought I had heard the last of him," Harry said, his teeth grinding.

"So you do know Director Coulson. Do you know Spider-Man?"

At this moment, Aunt May and Gwen moved into the kitchen.

"Whoah, you are Mrs Parker, Peter Parker's Aunt. I was great friends with Peter as Spider-Man. I am so sorry for your loss."

"Thank you," Aunt May said.

"Wait..." Johnny suddenly had an epiphany, "you," he pointed at Harry. "You are Spider-Man," he said accusingly. "You lied to me."

"Why would you say that?" Harry asked.

"Because I was told that I would find Spider-Man here and you are with the Aunt of the former Spider-Man. Even an idiot should be able to make he connection."

"I am going to kill Coulson," Harry said.

"Harry Osborn, that is not the attitude to take," Aunt May admonished. She turned to Johnny, "young man, we would appreciate it if you kept this top secret. We would rather that information does not get out."

"Absolutely, I will keep it shtum."

"We had better go somewhere more private," Harry said. "Do you have any civilian clothing?"

"No, I can't exactly carry most clothing with me, it kind of all burns away."

"How fast can you run?"

"Fairly fast," Johnny replied. "Why?"

"Because you need to get into my car without anyone seeing. Oh by the way, my driver doesn't know I am Spider-Man. You are here to talk to me about some role the Fantastic Four want to play in my new foundation." Harry thought of the excuse off the top of his head.

"You have a driver?"

"Yes I do. Aunt May it was a pleasure to see you and thank you so much for the ring. I think we are going to have a great life together, Gwen and I."

"It was an honour to do it and to witness your engagement. Good luck to the both of you," she embraced the both of them. "Now you had better go and deal with this young gentleman."

They made their final good byes and headed to the door. Harry told Johnny to wait until they had gotten to the car and opened the door, before he ran and jumped in. Gwen got in next and then Harry, who with a final wave to Aunt May, got in and shut the door. With a quick explanation to the driver about why a strange man wearing spandex had gotten into the car, they were on their way back to the house.

Instead of pulling up to the front, the car went round the back, to a small alley that ran behind the row of houses. The three of them clambered out and went into the house. Before they had gotten there, Harry had sent an alert to Ben and Miles to have the house ready for a guest and to make sure they were weren't there, so their identities could be protected.

"In you go," Harry said, as he unlocked the door and ushered Johnny in.


	11. Power

**Enjoy!**

* * *

"Nice house you have here," Johnny mused.

"It suits us well," Harry said. "Now, why do you need Spider-Man?"

"May I?" Johnny asked, pointing to the sofa.

Harry nodded as he and Gwen also took seats facing Johnny.

"There is someone we need rescuing from a sticky situation, but my team are currently working on another mission and can't help them, so we thought about who we could get to aid us and we thought of Spider-Man. Do you think you can help us?"

"Who do you need rescuing?" Harry enquired.

"Have you heard of the Power Pack?"

"I believe I have," Harry said. "Aren't they a group of children?"

"Well, two of them are teenagers and the other two are slightly younger. Well anyway, Alex, the older one, has gone missing. We think we have located him, but we need help with his recovery. The Power Pack's parents aren't letting the other three out of their sight."

"Do they know of their children's abilities?" Gwen asked.

"No, the kids have managed to hide them away. They think Alex has been kidnapped and they are worried to know that the Fantastic Four are involved. We just want to see him returned safely, we have worked with the Power Pack several times and they have become good friends of ours. Reed, Sue and Ben are devastated they can't come and help."

Harry looked at Gwen.

"Well I don't see why I can't come and help."

"Thank you so much. You know, I did work occasionally with Peter when he started out as Spider-Man. It was a great honour and it will be an honour to work with you as well. Are you able to come now?"

"If it is alright with Gwen?" Harry said.

"Go, it sounds like you are really needed. We can cope here while you are gone."

"Well that settles it then. I am coming with you. Shall we head upstairs?"

"Upstairs?"

"You'll see why," Harry said.

He reached into his pocket and brought out his mask. Standing up he motioned for Johnny to follow him to the stairs. As they went up, Harry removed his coat, tie and began to unbutton his shirt, revealing his suit below.

"Just a sec," he said as they passed a door.

Opening it, Harry placed the clothes on a chair just inside. He flicked his shoes off and bent down to pull off his socks. Unbuckling his belt, down came his trousers. In a flash, he pulled on his boots and gloves. Finally he turned up the collar of the suit, from where he had folded it down so it was hidden beneath his shirt.

"Ok, let's keep going," Harry said as he pulled the door shut.

They were soon in the attic.

"What are we doing up here?" Johnny asked.

"This is my exit," Harry explained as he pulled his mask on half way.

Turning, he gave a final kiss to Gwen and then pulled the mask all the way down. Pressing the button that opens the roof, he got ready to leap out.

"Now that is cool," Johnny said. "Flame on!"

Flames burst out and surrounded Johnny, giving him his famed Human Torch look.

"Bring him back in one piece," Gwen said, "or your worst villain will be nothing compared to me."

"She's a feisty one. You chose well," Johnny said.

"She is the love of my life and I wouldn't have her any other way."

With that, the two jumped out of the attic and were off on their way across the city, heading towards the Baxter Building, leaving Gwen watching her new fiancé swing away.

"Come back safely Harry," she whispered.

Turning, Gwen pressed the button again and the roof door swung shut. She headed back downstairs, where she was going to make herself I nice cocoa and cuddle up on the sofa to watch TV.

* * *

A while later, Gwen was fast asleep on the sofa, her blanket covering her sleeping body, the TV still on. The front door opened and Ben and Miles walked in. They both came through to find Gwen.

"Do you think she's alright?" Miles asked.

"Why?"

"She has a sad look on her face, like something bad has happened."

"I don't know, we'll have to wait till she wakes up."

As if by coincidence, Gwen chose at that moment to stir from her slumber and open her eyes, to see the two boys looking at her.

"Oh hi, you're back then."

"Yeah, how are you doing?" Ben asked.

"Hmmm," came the reply as Gwen stretched and sat up.

"That good?"

Gwen proceeded to tell them what had happened.

"Hey, congratulations," Ben said when she mentioned the engagement. "That's amazing."

"Absolutely!" echoed Miles.

Gwen quietly thanked them and finished recounting the events of the evening.

"We should have gone instead," Ben said when she explained where Harry had gone. "I would quite happily have done that."

"I know, but Johnny wanted the Spider-Man. We didn't want to reveal all of our identities to him. Too many people are beginning to discover who we really are. Harry was really hesitant in even talking to him at first."

"Well I hope he isn't gone too long, we need him here to help deal with the current threat."

"I know," Gwen signed. "But we'll just have to step up and try to cover his absence. I better go and call Liz, she'll need to cover Oscorp."

With that, Gwen got up and went to another room to go and phone Liz.

"Do you think he's going to come back?" Miles asked.

"He better, or I am going to kill him," Ben said.

They both turned in for the night, wondering on the fate of Harry and whether he and the Human Torch would succeed in the venture.

* * *

Three days had passed and there was still no sign of Harry or Johnny. Gwen had begun to panic and had moved to stay with Aunt May who was supporting her. Ben and Mile were constantly checking when on patrol for any sign. Liz had been trying the placate Tony Stark on Harry's disappearance and no show at Oscorp.

Ben had just woken up and was plodding his way down the stairs. It had been a rough night, he and Miles had managed to stop a murder, three burglaries, a gang shoot out and dealt with an apartment block on fire. What he needed right now was a large mug of coffee, however that may have to wait.

As he reached the bottom of the stairs, there was a loud knocking on the front door. It got harder and more desperate. Ben checked the camera screen. It was a boy, about 12 years old. He had short brown hair, blue eyes, fair skin and was dressed in a blue t-shirt, jeans and trainers. He was also quite well build for a 12 year old, muscle clearly visible on his arms.

"COME ON, ANSWER THE DOOR!" the boy shouted, while still persisting with the banging.

'He seems as though he may be in trouble,' Ben thought.

With a sigh, he went over to the door, unlocked it and pulled it open. The boy was just bringing his fist down for another knock as the door opened and instead of connecting with the wood, it was about to connect with Ben's chest. However, he was able to use his spider sense to moved out of the way in time, so the boy stumbled forward as his fist went into the empty void. Ben caught him before he fell.

"Finally," the boy said. "I thought I would be knocking for ages. Where's my brother? Is he here?"

"I think you might have the wrong house, buddy. There isn't anyone else here."

"No I was told that my brother would be here. Where is he?"

"Whoah there. Who is your brother?"

"Alex. Alex Power. I was told he would be here."

"Who told you he would be here?" Ben asked.

"A voice, a voice in my dream. I was told to meet him here. I had to escape from my parents to get here."

Ben realised that this must the brother of the boy Harry and Johnny had gone to rescue.

"You had better come inside," Ben said. He didn't want to raise the neighbour's suspicions.

The boy rushed in and Ben quickly closed the door. He directed the boy to the living room and told him to sit down. Ben felt slightly embarrassed because he was still wearing his pyjamas, a t-shirt and shorts. For someone who goes out in public wearing spandex, to be embarrassed about wearing pyjamas in front of a 12 year old, was stupid.

"So what's your name?" he asked the lad.

"Jack, what's yours?" came the reply.

Ben hesitated for a moment. He wasn't sure whether to use his real name, but how could the boy know of his extra curricular activities. He felt it would be ok.

"I'm Ben. Perhaps you could tell me more about the voice that told you to come here."

"I don't know, it was really strange. It came to me as I was dreaming last night and it woke me up in such a fright. There was no face or any images, just the voice. It seemed to be shouting, almost in desperation but I didn't recognise who it was."

Ben thought for a moment. He needed to see if the boy was really who he claimed to be.

"How can you prove to me you are who you say you are?"

Jack gave a little smile and jumped to his feet.

"Easy. Costume on!"

As he finished speaking, there was a swirl of golden light that appeared just below Jack's chin and it began to spin and descend around him. As it did so, the clothes that had been covered by the light disappeared and were replaced by a blue skin tight suit, that had a black square covering the torso and a blue cloud like shape in the centre of that. The black also extended down his right sleeve and a small v on the back of his collar. He had silver bands around his wrists and also at the top of his boots, just under his knees.

"Mass Master at your service," Jack announced as his suit finished appearing.

"Quite an entrance, Mass Master," Ben said. "Are you supposed to reveal your secret identity to a stranger? How do you know I can be trusted? I might not even know about your brother."

That stumped Jack for a moment and made him think that he had just done something really stupid. However at that moment, someone else was going to do something more stupid.

"Hey Ben, how's it going?" Miles said walking into the living room.

He too had just gotten up, but was feeling much fresher that Ben. So much so, Miles was going to go out and have another swing around the city, which would explain why he had come into the living room wearing his Kid Arachnid suit, without the mask. When Miles saw Jack he stopped in his tracks.

"Oh," was all the sound he could make.

"That makes me think you can be trusted," Jack said, pointing at Miles. "You share a house with Kid Arachnid. Does that mean you know Spider-Man? Are you Spider-Man?"

"No kid, I am not Spider-Man," Ben replied truthfully.

It wasn't a lie, he wasn't Spider-Man, Scarlet Spider yes, Spider-Man no.

"Yes I do know Spider-Man. He went with the Human Torch to go and rescue your brother, but we haven't seen them back yet. Sorry."

Jack slumped back into his seat.

"It looks like you have things all sewn up here," Miles said. "I'll just leave you to it."

He turned to leave the room, but was stopped by Ben.

"Oh no you don't. You have royally messed up, so you can wait here with us."

Miles' shoulders slumped.

"Fine."

He moved round the sofa and dropped his mask on the coffee table and slumped down next to Jack.

"So who are you then?" Miles asked Jack.

"I'm Jack and I am here to find my brother Alex."

"Oh the one that Spider-Man and the Human Torch went to go and find?" Miles directed that question to Ben, who nodded.

"I am sure they will find him," Miles reassured Jack.

They sat for a few more moments in silence, no one knowing what to say. It wasn't long before Jack piped up.

"So if you're Kid Arachnid and Spider-Man is out getting Jack, do you know Scarlet Spider?"

"We do know him yes," Ben replied before Miles could add to the mess he had created. "He isn't here at the moment. He went out on patrol, which is where Kid Arachnid was supposed to be."

Ben's face hardened at that moment.

Suddenly, a bright, glowing square appeared in the middle of the room, hanging in midair. The three of them jumped up. Miles there on his mask and Jack suddenly went from being a solid human, to a floating cloud, his top half still looking like him, but his legs had been replaced by cloud at his waist. Ben was stuck, without his suit, he had to play the part of regular human. He got into a defensive stance. The centre of the square began to disappear as from the inside of the edges, the light began to expand. Within seconds, the whole square was now a bright golden light.

What came next surprised the occupants of the room. A foot suddenly shot out of the light, a black boot, followed by the rest of the leg, which was covered in a skin tight material, coloured white, but with black shapes appearing over the surface every now and then. A second foot and leg followed and then a torso, arms and then head. The hands were last out and attached to those where the familiarise gloves of Spider-Man, who followed the figure. They both clattered to the floor. A moment later, the Human Torch emerged, flying through and landing a short distance away.

"Shut the gate," Spider-Man said.

The Human Torch turned and hurriedly pressed a button on a device he was holding. This time, the outer edges of the square began to shrink, until it disappeared altogether, with a slight pop.

"Alex!" Jack cried with glee, as he ran over to his brother, who was sprawled on the floor.

"Hey Jack, you made it," Alex said as he raised his head. "Why are you wearing your costume?"

Alex's tone had changed to add a light bit of anger.

"Um, I needed to prove who I was. I had to show that I was related to you and that was the only way I knew how."

"Sorry, that is my fault," Ben said. "I just had to make sure. When you have a strange boy knocking at your door early in the morning and then coming up with a story about a missing brother, you have to get the facts straight."

Spider-Man turned to actually look at Ben and Miles and realised Miles was in his suit.

"Um," Spider-Man gestured to Ben and Miles, "can I have a word with you two?"

"Sure," they both said together.

The three hurried out into the kitchen, where Spider-Man pulled up his mask to reveal Harry beneath, with a very big black eye.

"What happened to your eye?" Miles was halfway through saying, when Harry interrupted him.

"Why are you not wearing your mask?" he asked in an angry whisper.

Ben explained what had happened, but Harry didn't seem very impressed about it.

"We're just luck that the Power Pack can be trusted. Johnny speaks very highly of them and the work they have done with the Fantastic Four. Does he know that you are Scarlet Spider?"

"No he doesn't. I told him that Scarlet is out on patrol."

"Good." Harry put his head in his hand. "Too many people, too many people," is all he said.

"Spider-Man!" called Johnny from the other room.

Harry pulled his mask back down and proceeded through to the living room.

"Yes," he said.

"Thanks again for everything," Johnny said, holding out his hand, which Harry took and shook.

"It was a pleasure, dangerous, but a pleasure. It was good meeting you Alex, just try not to get sucked into a parallel universe again."

Harry shook Alex's hand and smiled under his mask, although no one could tell.

"Thank you Spider-Man. I promise to stay away from inter-world gateways."

"Come on kids, we had better get you back to your parents before they miss you," Johnny said.

"Wait," Jack interrupted. "The voice telling me to come here, what was that?"

"That was me," Spider-Man said. "We needed to open the gateway somewhere safe, this house, but needed someone with DNA similar to ours on the other side. You were the best choice. We managed to send an echo signal through the gateway. It took us a whole week just to get that working. We then took a second week trying to open the gateway enough for us to get through."

"You were there for two weeks?" Jack questioned.

"Yes, but it felt much longer," Jonny said. "You sound surprised."

"It's only been three days for us," Ben said.

"Time must work differently where we were," Spider-Man said.

"Anyway, we need to go, regardless of how long. The longer they are away from their parents, the harder it will be to explain to them," Johnny said.

They said their goodbyes and Johnny left with Jack and Alex in tow. Ben, Miles and

Harry were left in peace, which allowed Harry to remove his mask.

"You better let Gwen know you're back," Ben said to Harry.

"Where is she?" he asked.

"She went to stay with Aunt May last night. She was getting really worried about you."

"I'll go and phone her now."

Harry ran out of the room and upstairs to his bedroom, where he had left his phone in his trouser pocket.

"Right, can I now go out on patrol?" Miles asked.

"Sure," Ben said with a wave of his hand.

He didn't really care. All Ben wanted was his cup of coffee. He zombie walked into the kitchen, grabbed a mug and put it under the coffee machine. Putting a pod inside, he pushed a button and watched the steaming brown liquid fill the mug. When it had finished, he picked it up and brought it to his mouth. As it ran down his throwing, Ben felt so much better and with that, he went back to the living room to watch TV as he sipped his drink. When he got back there, Miles was gone and Harry hadn't reappeared. Not his problem right now, it was time to relax. It had been a strange morning.


	12. A Mysterious Man and the Envelope

**Re-uploaded due to issues. Please enjoy and review.**

* * *

Over a week had passed since the events involving the Power Pack and Johnny Storm. Everything had gone back to normal, or as normal as it had been before. Harry had been reunited with Gwen, who had thrown herself on to him when he walked through Aunt May's door. The three days they had spent apart had felt like an eternity to the both of them. They promised to try and not let this happen again, though they both knew that this promise was probably one that neither of them would be able to keep.

It was a bright sunny day in New York City and Harry sat in his office at Oscorp. It had been a relatively crime free day and this had given him the opportunity to visit his company and get some work done. Miles and Ben were patrolling the city in his absence. Harry had promised the both of them that he would take the night shift. Right now, he was working his way through a stack of paperwork, leafing through each page with boredom setting in ever deeper with each one.

There was a knock at the door and Liz Allan popped her head around it.

"Harry, there is a gentleman here to see you. He says it is really urgent and very important."

"Who is he?" Harry asked, placing the page he was reading down onto his desk.

"He wouldn't give me a name. He just said it couldn't wait and you would thank him later."

Harry mused for a moment and nodded for Liz to send the mysterious man in. A moment later, the door opened again and a tall figure entered the room. He was dressed in a dark suit, with a long black overcoat and a cane in his hand. A pair of wire frame glasses sat on his thin, arched nose and piercing green eyes were clear through them.

"Mr Osborn, a pleasure to meet you," the gentleman said, his voice sounding very raspy and as though it were coming from someone whose throat was being crushed.

"And who may you be?" Harry asked, moving some of the confidential papers into a secure draw in his desk, so that the man (whoever he was) would not see them.

"It does not matter who I am. What matters is the information that I can give you."

"And why would I want information from you? I have many ways of finding out whatever I want and whats to say that I can't find out what you plan on telling me?"

"Oh Mr Osborn, there is no way for you to find this information out, other than through me."

The man let out a little chuckle that unnerved Harry a little. He shifted uncomfortable in his seat.

"Ok, what do you want to tell me?" he asked, suspicion filling his words and disbelief quickly following behind.

"I'm afraid I will not be saying this aloud, I fear that we are being spied upon, so I will hand you the information in this envelope. Everything you need to know is in there."

The man withdrew an A4 brown envelope from within the folds of his overcoat and handed it over to Harry, who took it rather reluctantly. The top was sealed shut with a wax seal, engraved with a large circle, with a smaller circle in the middle, surrounded by three triangles.

"And now I must go. Read the information carefully. What you find inside cannot be forgotten and it will change your life forever. Use it wisely Mr Osborn, use it wisely."

Before Harry could stop him, the man strode over to the door, yanked it open and walked out. Harry leapt to his feet and ran to the door, but as he went out into the corridor, there was no sign of the man, just Liz sat at her desk, working away on her computer.

"Liz, where did that man go?" Harry asked.

"Sorry, I didn't know he had come out. Have you finished with him?"

"You mean you didn't notice him yank the door open?" Harry was puzzled now.

"No, I was just getting on with arranging your schedule for next week."

"Thanks Liz."

Harry moved back into his office and closed the door behind him. He looked over to his desk where the envelope now lay where he had thrown it down when he tried to follow the man. Should he open it, or shred it and forget all about what the man had said. The temptation was incredibly overbearing and Harry could take it no more.

Walking over to his desk, he sat back down in his chair and lifted the envelope back up, turning it over to look at the seal on the back. He didn't recognise the symbol, but thought it would be better to keep a record of it. On his desk he had a letter knife. Picking it up, he carefully slid it between the wax of the seal and the paper of the envelope and cut the seal away, leaning it intact. Harry put this into the top draw in his desk for safe keeping.

Now he was hesitating. Did he open the envelope and reveal the contents, or just destroy it and forget it? Well, he thought, he had already taken the seal of, so he might as well go the full hog. Lifting the flap, he reached inside and pulled out the sheafs of paper that were inside. Harry placed them down onto his desk and spread them out to read them.

What he read, shook him to the core. The mysterious man had been right, this had changed Harry's life forever. In the space of just fifteen minutes, Harry experienced a range of emotions from happiness, to sadness, to anger, to shock and also even hatred. Harry read each page over and over again, committing it all to memory so he could be sure of what he had found out.

Several hours had passed by and Harry had managed to put the pages back into the envelope, make his way down to the parking garage and give his instructions to the driver. He then made it from the car into the house again, in a bit of a daze. As he walked through the door, Gwen was there to great him.

"Hi Harry, how was your day at the office?" she asked.

"Um, yeah," was all he could say distractedly, walking into the living room.

"That good?" Gwen replied.

Harry went over to the statue and turned the staff to transform the room into their hub. He still didn't reply to Gwen.

"Harry, what's wrong," she asked, concern filling Gwen's voice.

Still he didn't reply.

When the room was transformed, Harry pushed down on the coms button and said, "I need you both back at the house now."

On the other side of the city, Ben and Miles were swinging round the rooftops when they got Harry's summons. They now made their way back.

* * *

Within twenty minutes, the four of them were standing in the hub. Harry hadn't spoken another word since sending out the summons, leaving Gwen now really worried about him.

"So what do you need us here for?" Miles asked, breaking the silence that filled the room.

Harry moved over to the console and pressed one of the buttons. There was a loud clunking sound and steel shutters descended down over the windows and external doors.

"What are you doing Harry?" Gwen asked.

"I had a visitor today at work," Harry began, his voce trembling. "A strange man and he gave me this envelope of papers to read. He told me it would change my life forever and he was right. What I have read has shaken me to the very core of my being. I wish I hadn't read it and I equally want to read more and be given more information."

"What does it say?" Gwen asked.

"It tells me that we have been told a big lie, a massive lie. A lie so great, it makes me want to know who to trust, because I think my own judgement has been very poor in this instance."

"What lie?" Miles asked. "Who has been lying to us?"

"SHIELD are the culprits, though why on earth I ever believed anything they said, is beyond me."

"What have they lied about?" Gwen asked.

"There is one person who hasn't said anything since we have all been in the room, perhaps they would like to enlighten you to what I now know."

Miles and Gwen turned to face Ben.

"What am I supposed to know?" Ben asked. "I haven't read the file."

"No, I haven't given you the file to read and I am sure you don't know the full contents of what is in it, but you know the jist. You are at the very heart of this lie. A lie that is so incredibly big, I wonder how it was kept a secret."

"What are you going on about?" Ben asked.

"Well, I know that you know who SHIELD are. When you first came here, you gave us a note from Phil Coulson, vouching for who you are. I should have seen it then, but I didn't and I suppose I am the fool in this situation. Maybe I am the one who is being laughed at here for being unobservant. I bet Phil Coulson and his team are right now sniggering at what they have done, thinking they have got one over on me."

Harry picked an object up from the console and walked over to Ben. He placed what he was holding onto Ben's left bicep and pressed a button on the side. Ben gave a small gasp of pain. The device had sent a needle at high speed into his arm and had extracted a small blood sample.

"What are you doing?" he asked, rubbing his arm through his suit.

"I need this to prove my suspicions," Harry replied.

He brought the device up to his eye line and read the little screen embedded in the side. The look on his face confirmed that the result was what he expected.

"Well, this file is right. It proves everything."

"Harry, you are really worrying me," Gwen said. "What is going on? Please tell me before I lose my mind."

"Here, look for yourself."

Harry passed over the envelope. Gwen took it carefully and reached inside and pulled the contents out. She placed the envelope back onto the table and began to read through the documents. As she read, her face began to go through the same emotions that Harry had.

"Oh you idiot," Gwen breathed. "Oh you utter idiot."

Gwen wanted to say something much stronger, but she resisted, knowing that she was brought up in a way not to say those type of words. When she came to the end of the documents, she put them down on top of the envelope and stared right at Ben. Sounds began to come out of her mouth, but they did not form any coherent words.

"Can someone please explain what is going on?!" Miles said, exasperation filling his voice.

"I want to hear it from you," Harry said to Ben. "I want to hear the truth and nothing but the truth. The game is up and I have been playing the fool for too long. I regarded you a friend, but now I don't know. What I do know, is that when I next see Phil Coulson I will kill him."

"I guess there is no way of keeping the secret any more. I had hoped that you would not discover what was going on. I was waiting till the appropriate moment to reveal the truth to you. We needed you to be ready, both mentally and physically. You have been doing so well, but you aren't there yet."

"Get to it," Harry growled.

"Harry, as you know, your father has escaped from his secure prison. When SHIELD fell with HYDRA, the base was left abandoned. It was thought that the vault would remain secure and it was operated automatically anyway, but without a constant guard, Norman managed to work out the weaknesses and escape. We don't know where he went after he was pulled through the breach, but rest assured, SHIELD will find him and we will stop him."

"You still haven't told me the whole truth," Harry said, his teeth gritting even harder.

"Harry, it's me. I'm alive and well. I'm not Ben Reilly, I'm Peter Parker."


	13. Fallout

**The fallout has begun. What is going to happen to the team now? Read on and enjoy.**

* * *

Mouths were still on the floor several minutes later. Harry hadn't moved an inch, still glowering at Ben, or maybe that should be Peter now. Gwen and Miles were struck dumb, their brains going into overdrive trying to work out what was going on.

Finally the silence was broken by Gwen.

"But you're dead," she said. "We saw it happen right in front of us."

Tahiti is a lovely place," Peter said. "I am truly sorry for what has happened and everything that I have lied about, but it was done with the best of intentions and to protect you all. I was bound to secrecy and I am going to be in big trouble with Coulson."

"I think you're in more trouble with us than you'll be with Coulson," Harry said through gritted teeth.

"I'm really sorry Harry. This was done to protect all those around me and to stop your father from destroying everyone I loved and cared about."

"Did you not think that we could look after ourselves? That we would work with you to stop what my father was doing?"

"You mean did I know what you were going to do and inject yourself with my DNA and give yourself my spider powers and become the next Spider-Man? No I did not see that coming and neither did SHIELD. You caught us all of guard with that one. The plan changed slightly, but I was always going to slip away and go undercover to help try and weed out your father's associates and stop them hurting more people. Coulson thought it would be good for me to return and offer you support, but under a different guise, so as to not undermine you and outshine you."

Peter walked over to Harry and put one hand in his shoulder.

"Harry, you have taken on the mantel of Spider-Man so well and I couldn't be more proud. What you have achieved in your time is so much more than I ever did. I am so glad I gave it up and you continued in my place. Yes, I agree the hand over was not the way it should have been done and I can't apologise more for that."

Harry wanted to say something, but found himself at a loss for words. Instead, he found himself charging towards Peter, without even thinking. He slammed into him and they both went tumbling down to the floor, Harry hitting his friend and Peter taking it. Miles and Gwen barely had time to react and work out what was going on. Gwen was shouting, whilst Miles bent down and tried to wrestle Harry off, struggling against his adrenaline enhanced strength.

"Harry what are you doing!?" Gwen shouted. "Stop it, please stop it."

"Come on dude, you're really heavy," Miles added.

Harry began to relax, very much against his will, but his body didn't seem to be under his control and was bound to mysterious forces.

* * *

Much later Peter was sat in his room, staring out at the city. He had removed his Scarlet Spider suit and was now wearing a pair of jogging bottoms and a loose t-shirt. He watched out of the window as the clouds parted and revealed the moon, it's silvery light shining down over the city and bouncing off of the buildings. There was a small knock at the door.

"Come in," Peter said dully, without turning around.

The door opened and Gwen stepped into the room, a look of confusion, concern and pity on her face, with a small slice of anger thrown in.

"Hey, how are you doing?" she asked.

"Oh hi," Peter said when he realised who it was. "I suppose it really isn't about how I'm feeling, but how you and Harry are doing."

Gwen thought for a moment.

"Do you mind if I sit?" she asked, motioning to the empty chair at the foot of the bed.

"Sure."

"Thanks."

She sat down facing Peter and looked straight into his eyes. Oh those hazel eyes that she had once loved looking into. If she hadn't had fallen in love with Harry, Gwen always supposed she would get together with Peter, long before she knew he was Spider-Man. Those beautiful eyes that were once so innocent and now full of sadness and regret for the actions done. How could she be angry with those eyes? It was clear to Gwen why Peter had done what he had done and she would be lying if she said that she didn't believe it had helped Harry. With all that had happened, Harry had grown in confidence and had become a better man because of it. But she would also be lying if she said it hadn't hurt them both.

"Did you think of us, whilst you were away?" Gwen asked Peter.

"Of course I did, everyday. I didn't want to go into hiding, but I felt there was no other choice. Coulson and his team had concocted their plan to draw Norman out and trap him and then make him believe he had defeated me. That way I would then go and bring down the rest of his organisation, without him knowing. Then when he escaped, it was thought that I could come and offer Harry support and protect him, should Norman reappear, which of course he did. I had hoped the alter ego would hold up, at least a little longer, just till I could make my excuses and leave. That way you would be none the wiser and blissfully unaware as to who I really was."

Gwen could see that this was really getting to Peter and he was truly sorry for what had happened and she understood what he was saying. She could forgive him, had forgiven him, but the main question was, could Harry forgive what had happened? That was something she would try and help rectify.

"It's going to take some time for Harry to get over this. With all that has happened to him, he has so few people to trust and now he feels as though he's lost another one. This team has really helped build his confidence and that has taken a knock."

"I should go," Peter said. "I need to give you all space."

He rose from the bed and moved over to the wardrobe to begin gathering his stuff together. Gwen stood and put her arm out onto his. Peter stopped suddenly.

"Don't go," Gwen said. "He may have a hard time forgiving you, but I know he couldn't bare to lose you again. That would really tear him apart. Besides, I forgive you and that is a good start."

That made Peter jolt and an even bigger pang of guilt started to appear in his stomach.

"Why do forgive me? I've hurt you just as much."

"Because you're a good man Peter Parker. You would never have done this to intentionally hurt us. Who else would, after the death of their uncle and the discovery of superhuman powers, turn themselves into a vigilante and go around the city and catch criminals, bringing justice to everyone?"

Peter gave a small smile.

"Me," he said.

"You and you do it so well. Without you, the city would be a much more dangerous place and we wouldn't be in the position we are to help. I've seen Harry really grow as a person and his confidence around others has really improved. You helped in that by giving him the space. Now he knows, you can both work together with myself and Miles to really help protect the city and its people."

A shout brought their little heart to heart to a stop. Miles was calling up the stairs.

"Guys, we need you!"

Peter and Gwen left the room and ran quickly down the stairs, soon in the living room.

"What's wrong?" Gwen asked. She looked around the room for Harry but he wasn't there.

"Here," Miles said, passing her a holographic tablet.

Protruding from the surface of the tablet was the flickering image of Otto Octavius and standing next to him, a familiar face, looking a little different to the last time the group saw him. Mark Allan, aka Molten Man, was now wearing a silver one-piece costume, with red boots, red belt and red cuffs around his wrists. Blazed across his chest was the same green octopus that adorned the torso of Octavius. The images were still, they weren't live, clearly a prerecorded message.

Gwen swiped her hand over the image and it began to play.

"Mister Osborn, it has been a few days. I hope you remember me and you may also remember my young friend here. I believe he is the brother to one of your employees, the dazzling Miss Allan. I trust you have spoken to your friend, our brand new Spider-Man and told him to stay away from my business. Remember, if you stand in my way, I will destroy you all and my new friend here won't hesitate to help. I believe you have met before. He failed me the first time, but this time I have given him a few upgrades. He won't fail me again. Enjoy the little time you have left on this planet Mister Osborn. Octavius out."

With that the message ended and Gwen slowly handed the tablet back to Miles.

"Has Harry seen that?" she asked.

"No, he hasn't returned after earlier. I can't get hold of him on the coms either. Sorry."

"It's not your fault. I'll go and give him a call. Hopefully he should respond to me."

With that Gwen left the room, leaving Peter and Miles alone. They heard the front door open and then shut behind. Gwen walked past the window, heading towards the city. There was a moment of tense silence.

"So, you are the famous Peter Parker then. Wow, to think I have been on patrol with the original Spider-Man. That's amazing!"

"So your not angry then that I lied about who I was?"

"It may not have been your cleverest idea dude, but I wasn't around when it went down. I'm just honoured to be here."

"Thanks Miles."

Miles placed the holographic tablet he was still holding down on the table sat next to him and then pulled off his sweater, revealing his suit underneath.

"I, just going out on patrol. Fancy coming along?" he asked Peter.

"I don't think I will this time. I need some more time to think. I want to be here when Harry gets back."

"Fair enough. See you later then."

Miles picked up his sweater from the floor and jogged out of the room and up the stairs, deftly removing the rest of his civilian clothes. Peter traipsed through to the kitchen, opened the fridge and pulled out a jug of orange juice. He grabbed a glass from the cupboard and poured out a glass. He gulped it down and poured another. Once again, the fridge door was opened, this time the juice put back and then closed again. Peter walked through to the living room and slumped down onto the couch. Picking up the remote, he flicked the tv on and clicked through the channels, trying to find something to watch. There was nothing interesting on, until he came to first news channel.

"And here we are standing outside OO Industries where CEO, Karl Octavius hasn't been seen for two weeks. CCTV footage has been released showing an altercation taking place within the compound of the factory, involving two figures that are not clear. A third can be seen in the middle and it is believed that this is Mr Octavius. He is seen being carried away by one of the other figures, before the feed cuts. If anyone has any information regarding the disappearance of Mr Octavius, then please contact the number on the screen now. A substantial reward is..."

Peter turned the tv off. Of course he knew exactly what had happened to Karl. His supposed "grandfather" had hauled him off to some hidden away place. In fact, that made Peter think. Harry had shot a tracking device at them before Doc Ock had left. He wondered if the device had actually worked.

With a bump of renewed energy, he leapt up from the couch and began the room's transformation into the Spider-Hub as he liked to call it. Once the last screen clicked into place, Peter brought up the tracking program. Sure enough, the bug was still active and pinging its location. Peter then noticed something. This file had been accessed earlier in the day. He checked the log again. Sure enough, Harry had been looking at this. A sudden thought came into his head. Where had Harry gone? Gwen and Miles didn't know. Why had Otto sent that message today?

Peter remembered that each of their suits had a tracking device in them, designed to allow whoever is in the hub to coordinate them all. With a few key taps, Peter loads up Harry's location.

"You have got to be kidding me," he says out loud.

A heartbeat passes and then another. Peter then realised he needs to act. He grabs his phone from his pocket and dials Gwen, whilst also running up the stairs to the attic.

"Hello," Gwen answers the phone.

"Gwen, did you speak to Harry?"

"No, I can't get hold of him. I've come all the way to Oscorp, but he's not here. I have no idea where he is. Has he come back to the house?"

"No he hasn't. I do know where he is though, I've tracked his suit."

"Where is he?"

"You're not going to like it."

"Where is he?" Gwen asked again, a hardness in her voice.

"He's being a hero, but maybe not for the right reason."

Peter had reached the attic, still wearing his comfortable clothes. No time to grab his suit from his room and struggle to put it on. Fortunately, he always carries a spare, thanks to the techs at SHIELD. Reaching to his wrist, he pushed a recessed button on his watch. The face lifted slightly and a dark stream of liquid seemed to leak out. This wasn't liquid however, but millions of nanobots. They worked their way over Peter's body and came together to form his Scarlett Spider persona.

"Sorry Gwen, I have to go. I'll call you back later. Just get back to the house now."

Before she could even reply, Peter ended the call, dropped his phone to the ground, opened the roof hatch and jumped out into the fresh air. Behind him the hatch closed as he swung away, off to find Harry. Down below in the living room, the hub was still active and the screens still showed the location of the bug and the location of Harry. They were both in the same place. Harry had gone after Octavius all by himself.


	14. Fireball

**Please read and enjoy. Rate if you like it and also if you don't. Where is Harry and what will happen to him?**

* * *

In a dimly lit room, sat the villain of the hour. The master of all he surveyed, at least in his own mind, not necessarily in reality. Otto Octavius was watching a bank of screens, all showing different CCTV feeds from across the city. He had been waiting for an appearance from Spider-Man. Even though he had told the wall crawling arachnid to stay away, he knew that he would not listen. Otto had discovered the bug that Spider-Man had planted on Karl and instead of destroying it and moving base, he had decided to wait for the spider to simply show and fall into his trap. He reached forward and picked up a bottle of beer that sat on the desk in front of him. With an unconscious thought, one of his metal arms appeared over his head and a spike protruded from it and removed the lid from it. Ock raised the bottle to his lips and took a long sip from it.

"Ahhh, the nectar of the gods. Cool refreshing and just what I need to wait for the spider."

There was movement behind him and the arms jolted round to face the figure approaching the desk.

"Whoa there, it's just me," Mark Allan, aka Molten Man said.

"Master Allan, good of you to join me. Is our plan put to action?" Ock asked smoothly. He was getting used to being a young man once more and to have the voice of one.

When he had 'died', Otto had been in his early 50s, his body tiring and showing signs of slowing down and this new body was a chance to revitalise himself. The mind of an early 50s man, inside the body of someone in their early twenties. The body had taken time to settle, the neurones and synapses all getting used to their new state. This was a body designed by the inhibitor, to be the perfect vessel, without defects, to model the 'perfect' human.

"We are ready and waiting. How did you know Spider-Man would come today?"

"I didn't, but we are ready none the less."

Octavius stood up from his desk and moved round to be in front of Molten Man.

"Come, I need to send a message to Mr Osborn. Maybe he can recall the threat I sent previously and he can call the arachnid off."

He moved towards another room and going inside, found himself in a hi tech recording facility, capable of sending holographic messages.

"Come, I would like you to be in the message too. You were sent to kill Mr Osborn, but failed to do so. You will have a chance to redeem yourself."

Mark moved into position. Otto pressed a button on his wrist and the recording began.

"Mister Osborn, it has been a few days. I hope you remember me and you may also remember my young friend here. I believe he is the brother to one of your employees, the dazzling Miss Allan. I trust you have spoken to your friend, our brand new Spider-Man and told him to stay away from my business. Remember, if you stand in my way, I will destroy you all and my new friend here won't hesitate to help. I believe you have met before. He failed me the first time, but this time I have given him a few upgrades. He won't fail me again. Enjoy the little time you have left on this planet Mister Osborn. Octavius out."

"Do you think that will work?" Mark asked.

"We'll see if the spider backs off."

* * *

Unbeknownst to Otto, Harry would not be receiving the message, as he was already on his way as Spider-Man. At least he hadn't worked that link out. Harry sat atop a building looking over the dilapidated building that the signal was supposed to be coming from. It wasn't a remarkable place. It was on the edge of city by the docks, a warehouse that hadn't seen regular use for years. Octavius must have set base inside of it. Harry ran some scans of the building, watching the readings appear on his lens screens. There was only one sign of life in the building and there didn't seem to be any traps, heat sensors or movement sensors. It did seem to good to be true, but Harry wasn't thinking straight. He had had his world blown right in front of him once more. Over the last year, whenever something good happened, something bad also came along, to bring it all crashing down.

Attaching a web to the base of the ledge he was perched on, Harry slowly descended down to the ground. He landed softly and detached the web. Moving forward, he crept towards the building, keeping watch incase anything came out to surprise him. Harry had noticed a window where the glass was broken enough that he could get through, so he climbed the wall and slipped through into the warehouse.

Inside was as dilapidated as the outside. There were pools of water all over the place, wires hanging from the ceiling, rats running across the floor and rubbish piled high everywhere. Sat in the middle of the room, bathed in the moonlight coming through the rotten roof, sat Karl Octavius, one time CEO of OO Industries and DNA vessel for Doc Ock. He was tied to the chair and he was bent over, head hanging, soaked through and crying.

Harry moved closer, careful to not make too much noise. However, he managed to step on a metal can and the loud noise rang through the warehouse, amplified by its emptiness. Karl's head whipped up and stared in Harry's direction. He was far enough in the dark not to be seen clearly, but his outline could still be made out. He cursed himself for not wearing, his invisibility suit. Tonight, Harry had been in such a rush, he had just worn his regularly Spider-Man suit.

"Who's there?" Karl asked, his voice cracked from being there. "I know you're there, I can see you. Who are you? Please can you help me?"

Harry didn't answer, but moved forward into the light, the moon casting its silvery glow onto him. It made him look even more imposing than normal, his lenses reflecting the light, to make them look as though they were actually lit like headlamps.

"Spider-Man, you came, but you shouldn't have. It's a trap, he's waiting for you. Go know before he notices. You won't win against him, he's stronger, better and thirstier for his dreams."

Karl was begging and if he could, would have been down on his knees, hands clasped in front of him. Harry wasn't used to people in trouble begging him to leave them.

"Where is he?" he asked. "Where is Ock?"

"I don't know, but he's probably on his way now. You'll have tripped the silent alarms. He'll be here soon."

"Let me get you out," Harry said.

"No, go. Now."

Harry moved forward, but before he could reach Karl, his spider sense kicked in and he launched himself into the air, performing some midair somersaults and landing on a pile of oil drums, as a large burst of molten metal landed in the spot he was previously standing in.

"Molten Man," Harry said aloud.

"Spider-Man, I see you didn't heed our warning and you came. That's good for me, but not for you. I may have been beaten by you the last time, but I will win this time and finally have this wretched curse taken from me. Time for you to die Spider-Man."

Molten Man aimed at Harry and shot another blast of metal towards him. Again, Harry leapt from his position and avoided the high temperature projectile. He landed in the classic Spider-Man pose, left knee touching the floor, right foot on the floor, left hand down by his knee and right arm pointing to the side and head looking towards his opponent.

"Do you really believe whoever did this to you will free you once you kill me?" Harry asked.

"I have been assured of the fact. Now will you do this the easy way, or the hard way?"

"I'd rather do it the hard way," Harry replied.

"No you idiot, just run and don't turn back," Karl shouted.

"Shut up," Molten Man said, flinging a lump of metal at his feet. Some splashed upwards and landed on Karl's left knee, burning through his trousers.

"Ahhhhhhhh!" Karl screamed.

Harry jumped into action and grabbed an oil drum next to him. He threw it towards Molten

Man, whilst picking a piece of scrap metal from the floor and he ran over to Karl, avoiding the pool of metal by his feet. He uses the piece of scrap to quickly brush the metal from Karl's leg, causing his to scream more.

"I need to get you to the hospital," Harry says.

"No," Karl says, biting through the pain, tears flowing from his eyes. "Get out of here. I may have Otto Octavius' DNA flowing through my veins, but I am nothing like him. I don't want to see an innocent person die because of me."

"Rarhhhh," came a roar from the other end of the room, as Molten Man removed the oil drum from his body. "Why won't you just behave and die like a good spider?"

"I don't believe you want to kill me," Harry said. "Your feud is with the person who did this to you. I bet that was Octavius."

Molten Man hesitated for a moment.

"It was him. He did it when he was trapped in his machine. I went exploring in an abandoned building with my friends and I fell down into the basement. My friends went to get help and while I was there, I found his computer and turned it on. He tricked me into entering his machine and the next thing I knew..." he motioned up and down his body, "...this."

"There you go, it isn't me you have a problem with, it is Octavius. Don't attack me, work with me to bring him down."

Now it was Harry's turn to plead. What was going on today? So many of the roles had been reversed. Molten Man thought for a moment and came to his decision.

"Sorry Spider-Man, but I think I'll do it my way. You're going to have to die."

He was about to throw another ball of molten metal, when he suddenly went flying across the room, a dark shape barrelling into him, like a wrecking ball. The shape landed and rose into the light. The figure of Scarlet Spider, aka Peter Parker stood looking down at Harry and Karl.

"Spider-Man, we need to go, now!" Scarlet shouted down.

"I can't go without Karl," Harry shouted back. "He needs medical help.

"Fine, but hurry up. I'll keep our friend here at bay."

Harry bent down and began to untie Karl's bonds.

"You really think he would make it that easy?" Karl said, struggling to remain conscious from all the pain.

"What do you mean?" Harry asked.

"Look carefully at the base of the chair."

Harry looked down. Oh. How could he have been so stupid? Right there buried in the earthen floor of the warehouse, was a land mine. Pressure sensitive and ready to go off, the minute the pressure was released.

"Spider-Man! How's it coming?" Scarlet called, raising a large piece of scrap metal in front of him as a torrent of molten metal rained down towards him.

"We have a problem, there's a bomb!" Harry called back.

Scarlet cursed.

"We have to leave him then. There's nothing we can do. He may at least be kept alive if we leave him."

"But he could also equally be left to die a painful death if we don't try to take him."

Scarlet thought for a moment. It was clear Harry was in great pain and needed to have something go right for him today. In a split second, he dropped his shield and shot web after web towards Molten Man in an effort to distract him. It worked enough for Scarlet to jump high into the air and land down next to Harry. A quick survey and he came up with a plan.

"Right, cover the section of roof above us in webbing, but leave an opening directly above," he said to Harry. I'll get the. Next bit ready."

Harry nodded and did as he was told. Scarlet attached another web to the opposite wall and brought the other end to Karl's back and attached it round his waist.

"Right, we need to be quick with this. I am going to go up above you and shoot a web directly to your back. I will the run along the beam to the side and with one great pull, bring you above the web canopy. Spider-Man will then tug on the other web to bring you towards us. We will have about 2 seconds from lifting you to when the bomb sets off. The webbing should absorb some of the blast and give us a little more time to get you out. Are you ready for this?" Scarlet asked Karl.

Karl nodded, pain still flooding all his senses.

"Okay. Let's go."

Scarlet and Harry got into position and with a countdown, they enacted the plan.

1

2

BOOM!

The bomb went off and Karl was flying through the air towards the two Spider-Men. Molten Man had recovered at that point and stood to watch the fireball head right towards him. He turned his head away and out his hands up to shield himself. He needn't have worried. Being made of molten metal, the heat didn't affect him at all.

When the flames cleared, there was no sign of the three opponents. Great, Octavius was going to kill him for this. He had failed again. With an anguishing cry, Molten Man ran from the scene, before the authorities turned up to investigate what had happened.

* * *

A short distance away, the two Spider-Men were sheltering in another warehouse, their rescued companion with them. He had received some more burns from the fireball and needed to be taken to the hospital as soon as possible.

"Go home," Scarlet said to Harry. "I'll take him to the hospital. You need to go and get some rest. The other two will be worried sick about you. Don't make the same mistake I did."

Harry nodded. He still didn't know how he should be reacting to Peter and his admissions today, but he was glad his friend had been there to help him. To save him. In that moment he knew exactly what the needed to do.

"I'm sorry. I have acted so selfishly today. I understand now that you did what you did to protect us. We must work together to help not only protect the city, but keep us all safe too. You go and I'll see you back at base."

"I'm sorry too. I will always be eternally sorry."

"I know. You better go, he's not looking at all good."

They both looked down at Karl. He was a mess and the sight of his leg made Harry want to vomit. They carefully picked him up, Scarlet adjusting his grip around him, to make it comfortable for the both of them and then he shot a web up and began his journey to the hospital. Harry did the same, but headed the opposite direction, back to the house.

* * *

When he arrived back, Gwen was waiting for him in the attic. She embraced him with the tightest hug ever and then pulled back to punch him repeatedly, admonishing him for his behaviour and recklessness. They descended the stairs and went to the bathroom to remove Harry's dirty suit and get him washed up.

* * *

Scarlet landed at the hospital and delivered a broken Karl to the emergency room door. Doctors and nurses ran out as he swung away, rushing around the body that had been left with them. They wheeled him into the hospital and straight to surgery.

* * *

Hidden away, Otto Octavius was waiting as Molten Man descended into his hidden base. He had failed once again to eliminate the chosen target. Otto was fuming beyond his wildest emotions. The elevator doors opened and Molten Man walked out, not yet ready for the punishment to come.

"You failure!" Otto screamed in his face. "You have failed me again. I warned you about failing me and now you will face the consequences."

"I suppose you won't be taking this curse off of me then?" Mark Allan asked.

"Oh you stupid child, I was never going to take it from you. We're going to move onto phase two of your evolution. Maybe then you'll be a weapon of use to me."

"You lied to me. Spider-Man was right. I'll never help you again!"

Before Mark could turn to try and escape, Otto's metal arms had shit out to grab each of his limbs, lifting him off of his feet. He concentrated and brought up his body temperature, trying to melt the arms.

"Oh you are so cute. That won't work. These arms have a melting point way above your maximum temperature," Otto said laughing at the amateurish behaviour. "Come, lets begin the next step."

Otto carried Mark through to his laboratory to administer his punishment. Mark's screams filled the air, but no one else was there to hear them and no one was coming to save him. They soon died out as the process began and his evolution progressed.

* * *

Back over at the Spider-Hub, Peter walked into the living room to find Miles, Gwen and Harry waving for him. So much had happened in the last 24 hours and those events of the last 2 had brought them together. What had happened had happened and now there was the future to look forward to. Molten Man had got away and Octavius was still out there. They needed to come together to face the problems to come. They moved around and formed a large group hug, their differences out aside and bonds repaired.

"We need each other and the city needs us," Harry said. "The original Spider-Man, the new Spider-Man and the Spider-Man of a different dimension. Together with our vital friends, Gwen and Liz, we can overcome anything. Tonight we rest and recover, tomorrow we begin to find Octavius and stop whatever evil plans he has concocted."

"And no more lies," Peter said. "We are open and true. That is the way we will work."

"A promise we shall all keep," replied Gwen.

"A team we shall be," Miles began.

"And a team we shall remain," they all finished.

With that, a final hug, they went their separate ways to their beds, ready for the new challenges to come. And boy, where they about to come.


	15. The Fantastic 5

**Please enjoy the next chapter in this story. Some familiar characters return.**

* * *

The feeling of the air whipping through his hair and across his face was exhilarating. Flying across the city was one of his favourite things to do, allowing the stress to wash away. Loop the loops, barrel rolls and many other tricks formed part of the routine. He had just reached total zen, when his ear buzzed with a message.

"Johnny, you're needed back at the Baxter building," came the voice of Sue Storm. "Stop mucking about and come straight back."

Johnny Storm reached up to his ear and pressed gently.

"Coming. I'll be there in a minute."

A somersault in midair and Johnny, aka The Human Torch, was on his way back to the headquarters of the Fantastic Four.

* * *

He soon returned and landed on the balcony to the private apartments, belonging to the Fantastic Four. The flames around his body died, leaving him just wearing his uniform. Walking into the building, he was greeted by Sue, who gave him a hug and a kiss on the cheek.

"Did you enjoy your little trip?" she asked.

"It is always nice to get out and stretch my legs."

"You have some visitors by the way."

"Oh, who's that then?"

"You'll see."

Sue led Johnny through to the main meeting space the heroes used for when visitors came a knocking. Waiting, almost patiently where four faces Jonny knew very well. Alex, Julie, Jack and Katie Power were right in front of him. Jack was playing on a hand held games console, with Katie looking over his shoulder, trying to see what he was doing. Alex and Julie were talking together, not paying attention to their younger siblings.

"Hey kids," Johnny said. Johnny was single and had no children of his own and being in his mid twenties, thought of these kids as a cross between his adoptive younger brothers and sisters and for Jack and Katie, a surrogate superhero dad. The kid's actual parents, had no idea about their superhero antics, so Johnny was their unofficial guide to the world of being a hero and just a fun 'big brother'.

"Johnny!" Katie cried, jumping down from her seat and running to him, slamming into his legs to give him a big hug.

"Hey kiddo, how's it going?"

"Johnny," Alex said, coming over and giving him a handshake.

"You're really warm," Katie said.

"Well I have just come in from flying," Johnny said. "What do I owe the pleasure of a visit by the Power Pack?"

Alex reached over to a bag that sat on the table and pulled out an object which he then handed to Johnny. The Human Torch looked down at his hands and saw a an unusual looking CCTV camera. It was made of metal, coated in a dirty green paint, with a small green octopus on either side. The camera was mounted onto a gimbal, allowing it to move around in all directions.

"Where did you get this?" Johnny asked.

"We found it pointing at our apartment,"Julie said. "We know it isn't a city owned camera and the owner of the building it was on, says it isn't theirs. Dad was going to take it to the authorities, but we wondered if you could help identify the symbol on the side."

"When you say you found it, how did you find it exactly?"

"Ah," Alex said. "Probably best we don't say that much in that regard."

Alex glanced over at Jack, who gave a sheepish smile and a shrug.

"Don't look at me," Jack said.

"Who do you think this belongs to?" Julie asked.

"Oh I know exactly who this belongs to and if he's planting these around, then we are in big trouble. Big, big trouble."

Johnny knew that this belonged to Otto Octavius. After their recent mission together, Spider-Man had come to the Baxter Building to inform the Fantastic Four and brief them about the mind games Octavius had played on the whole city. Something inside their heads clicked when this happened and they were all able to remember him before, not in his 70s like he had made people think, but in his 50s.

"Thank you for bringing this to me. I'll take over from here, it will be safer that way. We don't want you lot getting hurt. Your parents won't be able to take any more disappearances, especially after Alex going missing recently."

"Come on Johnny, let us help," Jack protested. "We found the clue, let us get involved."

Johnny smiled at the face Jack was pulling. Such a cheeky smile and one that he found hard to resist. However, this time he was going to have to.

"Sorry guys, it isn't going to happen. This is adult stuff and not suitable for kids."

Jack protested.

"But Alex is almost an adult. He'll look after us."

Johnny ruffled Jack's hair.

"Sorry kiddo. My mind is made up. Adults only. Being 16 is not being an adult and you're 12 anyway Jack. Sometimes you just have to let us do what we need to do. We'll find a mission we can do together soon. Don't worry about that."

Dejected, Jack stomped back to his chair and sat in it with a huff, steam literally coming from his ears.

"Jack, you heard what Johnny said. We'll do a mission together soon. Stop steaming from your ears," Julie said.

"Will you tell us when you find anything?" Alex asked.

"Will do buddy. Now, all of you, go home and be with your parents."

"Come on then guys, we better leave Johnny too it," Alex said, trying to move his siblings to the door.

With reluctance Jack stood and headed to the door, Julie following and Alex behind her. Katie hugged Johnny's legs once more and then ran after her siblings. They all turned again and waved goodbye to Johnny, before shutting the door behind them.

Once they had gone, Johnny turned and walked through another door, leading to the main laboratory area, the stomping grounds to his brother-in-law, Reed Richards, aka Mr Fantastic. He wasn't there at the moment, but Sue was. She lifted her head when she heard Johnny enter.

"Hey there. What did the kids want that was so important for you to deal with?" she asked.

Although the Power Pack had worked with the Fantastic Four on several occasions, they felt a closer bond with Johnny, because he was the youngest and closer to them in age.

"I think they just want the 'older brother' style of help," he replied. "They brought this in."

He held up the camera for Sue to see. Sue walked over and took it from Johnny's hands.

"Is that symbol what I think it is?"

"Yep, that is definitely Ock's symbol. It matches the image Spider-Man was able to give us from his lens cam."

"Where did the kids get it?"

"They were slightly vague on that front, but they said it was looking at their apartment. Do you think he could be spying on people with powers? Could there be one looking at the Baxter building?"

"We can see."

Sue walked over to a computer and began typing. She brought up the camera feeds from around the building. She set an algorithm going, looking for anything suspicious. A short moment later, the results came in.

Sue began to sort through the different results, some were just birds perching on ledges, one was of a man standing naked on one of the buildings adjacent to theirs.

"Not an image I want to see," Johnny said.

"Well, I don't know..." Sue said.

"Susan Storm," Johnny said in mock rage, swiping the image away. "Your a married woman, with a child to boot."

Sue smiled.

"I know, I know. A woman can still look and not touch."

They both laughed a little. Sue continued to go through the images.

"There," Johnny suddenly said. "That looks exactly like what we have here."

Sue zoomed in and sure enough, another camera was located on an opposite building, looking straight at the top of the Baxter building.

"I wonder how many more are looking at super powered people," Sue thought.

A few more taps at the keyboard and a several minutes later, she had results on her screen.

"Yep, here they are. Dr Strange, Deadpool, Stark and several others have the cameras pointing st their bases. What is Octavius up to?"

"Can we deactivate them?" Johnny asked.

"I don't think we should," Sue said. "If we do, then we'll alert Octavius that we're on to him. We need him to make the first move, but we also need to be ready. I'll alert all those on this list and get them prepared. You better go and tell Spider-Man. There doesn't seem to be one located on his house, so Octavius doesn't know his identity, but there is one facing Oscorp."

"Well Spider-Man said that Octavius believes Oscorp is helping him out. How little he actually knows. I'll go and see him now. Thanks sis."

Johnny hugged Sue and kissed her head. He grabbed the camera and a flame proof bag that Reed had made especially for him. If he carried the camera as was, it would melt through the heat of his flames. Placing the camera in the bag, Johnny walked across the lab and out onto another of the Tower's balconies.

"Flame on!" he cried and with a whoosh, he was engulfed in flames and took off.

* * *

Johnny knew that he couldn't just land straight at Spider-Man's house in his Human Torch guise, or he'd give the game away. Locating an alleyway a short distance away, Johnny landed and the flames died down. He reached up and pressed the 4 logo on his chest. In an instant, nanobots began to move across his body and transformed his super suit into regular civilian clothes.

Johnny walked out of the alley dressed in white trainers, blue jeans, a white t-shirt, with a plaid shirt over the top, with the sleeves rolled up above the elbows.

A short walk later and Johnny arrived at the home of Harry Osborn. He walked up to the front door and before he could knock, the door was wrenched open and he found himself being dragged through, before the door slammed shut behind him.

Johnny looked up at the person who had grabbed him and found it to be Harry.

"Hey, what's wrong with you?" he asked.

"I don't want people to connect us together," Harry said.

"How did you know I was even coming?"

"Our sensors detected a flaming person flying overhead. Not quite a subtle entrance Johnny."

"I did land away from the house and changed before I came," Johnny protested.

"Anyway, what are you doing here?"

Harry led Johnny into the living room, where Gwen was sat watching TV.

"It's official business, not a pleasure call. Where are Ben and Miles?"

Gwen looked up at Johnny with a strange look.

"What have I said?" Johnny asked.

"You don't know do you?" Gwen asked.

"Know what?"

"You need to promise on your life not to tell anyone about this," Harry said.

"About what?"

"Johnny, promise on your life. You are known for not being the best at keeping a secret, but this one is so important that it doesn't get out."

The look on both Harry and Gwen's faces made Johnny realise the gravity of the situation.

"Fine, I promise on my life not to say anything."

Harry and Gwen then proceeded to tell him about what had happened with Ben being Peter in disguise. There was a moments silence when they finished. Johnny had to process what they had just said.

"Wow, I don't believe it. Peter's alive."

A large smile spread across Johnny's face.

"That's brilliant news. I need to catch up with him."

"Just remember you can't tell anyone. Not yet. We have a few things to work out. Not even Reed, Sue and Ben can know," Harry said.

"Right, sure. My lips are sealed. Does Aunt May know?"

Harry looked at the ground. Another moments silence, before he looked up again.

"That's where Peter and Miles are now. They've gone round to explain it all. I just hope May's heart will be able to cope. She's going to be so shocked."

"She's stronger than she looks," Gwen said.

"Anyway, why did you come over today?" Harry asked.

Johnny held up the bag he was carrying and opened it. He lifted out the camera and handed it to Harry. He then went on to explain what had happened that day with the Power Pack and the investigation Sue and he had done afterwards.

"If Octavius is watching these people, what is he learning from them?" Gwen asked.

"Patterns," Harry said. "What they do on a day to day basis, where they go, who they meet, what incidents to they respond to. Everything he needs to know in order to see their weaknesses, to find a chink in their armour. He definitely thinks Oscorp is involved with Spider-Man, but at least he doesn't know the full extent."

"Thankfully," Gwen said, rising off the couch to look closely at the camera. "Is it definitely dead?"

"Yeah, our systems would have detected if the camera was still active," Johnny said. "Any form of power source would give a reading, even some of the more creative ones that don't use a direct power supply."

"Our systems would also detect it," Harry said. "Better destroy it anyway, just to be safe."

Harry pressed his foot down on the corner of a floorboard and a hatch opened in the floor, revealing a pit in the ground. He lifted the camera up and put it inside.

"Would you do the honours?" he asked Johnny.

"Sure."

Johnny pointed his right hand down at the pit and a blast of flame shot down into the pit and melted the camera into a bubbling pile of molten metal and plastic. The pit then closed and there was a loud clunk as the bottom gave way, allowing the destroyed camera to fall down into the rubbish dump.

"We need to keep our eyes open then for Octavius' next move," Harry said.

"When do you think he's likely to strike again?" asked Johnny.

"I don't know, but it will be soon. He will be picking himself up after the failure the other day. Whatever he is planing, it is likely to be bigger and more devastating than the last one."

"At least we have an advantage," Gwen said.

"What's that?" Johnny inquired.

"We have friends who look out for one another. The least suspecting of us, can produce the best results."

"True," Harry said. "Very true."

At that moment, they heard a loud crash in the back garden of the house.

"What was that?" Gwen said.

"I don't know," Harry said.

The three of them dashed to the back of the house and looked out of the window. There, sat in the middle of the bins, sat Jack Power, resplendent in his Mass Master costume, Alex Power standing next to him in his Zero-G suit. As they watched, Julie Power flew down with Katie Power in her arms and landed down next to the boys. Alex was admonishing Jack, when Jack looked up at the window and saw Harry, Gwen and Johnny looking down at them. Jack pointed up and his siblings eyes followed and they all jumped back when they saw the three faces staring at them. Jack gave a half smile, but knew instantly they were all in trouble.


	16. Promises made

**How will the team react to the Power Pack? Read and enjoy.**

* * *

"Now you've done it," Alex said, looking at his younger brother.

The four Power siblings were currently in the back garden of the Spider-Hub, looking up at Johnny Storm, Harry Osborn and Gwen Stacy.

* * *

After they had left the Baxter building, Jack had been irritated that Johnny wouldn't let them go and help. All the way home, he had annoyed his siblings, ranting at how much they, mostly he, could help. Just as they reached home, they could see the Baxter building in the distance and they saw a streak of orange flame leave from the top floor.

"Come on then, let's go," Jack cried, running off towards the side of the building, where no one would see him transform into his suit and then take off in pursuit in his cloud form.

"Jack!" Alex shouted after him. "He is so stupid sometimes. Come on, we better go after him."

The three of them ran to the same place and transformed themselves into their alter egos. They took off after their brother, across the dirty, into one of the more affluent areas. They managed to catch up to Jack who had stopped in mid air.

"Jack, you utter idiot. We were told we're not getting involved," Alex scaled his brother.

"Shush Alex, look."

Jack pointed down to the street as they watched Johnny emerge from an alley way, wearing different clothes and walk up to one of the houses. As he reached the door, he was yanked inside and the door slammed behind him.

"Isn't that the house we went to before?" Alex asked. "The one where you came through the portal and Spider-Man was there?"

"It is," Jack said. "He's gone to see Spider-Man!"

A large smile appeared on Jack's face. Spider-Man was his second favourite superhero, after himself of course.

"Get close to me," Jack said.

"Why?" asked Julie.

"Because we're going in for a closer look and I'm going to hide us in my cloud."

The four of them gathered together and Jack spread his cloud form over his siblings and they moved closer to the house. They were right over head.

"What are you planning on doing Jack," Alex asked. "We can't just waltz up to the door and say hello."

"I thought we could listen in."

"How Jack? Are you going to land us on the roof? Have you thought they may have defences?"

Jack was crestfallen. All he wanted to do was work with Johnny, show him and his older siblings he was a grownup and capable of the bigger missions. A momentary loss of concentration and Jack solidified. He began to fall the short distance down and landed amongst the bins at the back of the house. Alex had enough reaction time to secure his two sisters, but not Jack. He zoomed down to see how his brother was doing.

 _(That dear reader brings us to where we left them at the beginning of this chapter. Now to move back to that moment.)_

* * *

Johnny's face was one of anger, frustration and annoyance. Had he not made it clear enough to these kids that this was for the adults?

Gwen went over to the back door and opened it.

"You better come in quick, before the neighbours see," she said to them.

Jack scrambled up and the four of them quickly ran up the steps and through the door, which Gwen shut and locked behind them.

"Gwen, Harry, may I introduce you to Alex, Julie, Jack and Katie Power. Otherwise known as the Power Pack."

"Hey, what about our secret identities?" Jack protested.

"You lost that when you came crashing down in the back garden," Johnny said, anger starting to appear in his voice. That made Jack shrink back slightly.

"Johnny, we're really sorry," Alex said. "We did try and stop him."

Katie looked up at Johnny and nodded furiously.

"We did," she agreed.

"Katie, that isn't helping," Julie said.

"I'm very sorry about this Harry. They were given explicit instructions not to get involved," Johnny apologised to Gwen and Harry.

"Where is Spider-Man?" Jack asked. "We thought you were coming to see him."

Johnny was about to answer, but Harry held up his hand and began.

"Spider-Man isn't here at the moment, Johnny was just having conversation with us. A private conversation I might add."

"What about Kid-Arachnid, he was here when I last was?"

"No, he's out on patrol as well. You are asking a lot of questions."

Jack hung his head again. All this for nothing. He hadn't shown Johnny and Alex he was capable of being grown up at all. In fact, he had shown them the exact opposite. He was just still a kid. A kid wanting to be the person he isn't.

Harry looked at him with sympathy. He remembered all the times he had looked up to his dad and wanted him to recognise that he was growing up, becoming the man Harry wanted to be, not necessarily the one Norman wanted him to be. He remembered that longing for recognition, to please and be accepted. This was exactly what Jack was craving, trying to get out from the shadow of his two older siblings and be the man he wants to be. How could Harry be angry with that? Yes he had disobeyed an order, but sometimes, the best heroes disobey orders and achieve miraculous things. Jack has the making of a great hero and now wasn't the time to dampen and smother his dreams.

"Give me a moment," Harry said. "I just need to go and do something."

Harry walked out of the room and they heard him go upstairs and begin talking to someone, though they didn't hear the conversation. About a minute later, Harry was back.

"What was that about?" Gwen asked.

"I'll tell you later," Harry said to her. Turning to the others he said, "right, I think it is probably best that you lot head home. Remember, when an adult tells you to not get involved, it is for your own safety. Now, scram the lot of you. Okay?"

"Yes sir," the four of them said.

"Back to your civilian clothes first please," Johnny said. "You can go from the front door and then change somewhere away from the house. I'll see you soon."

Gwen led the Power Pack to the front door, where they deactivated their suits and left together, to go back to their apartment for the second time that day. She shut the door and returned to find Harry and Johnny saying their good byes.

"Thanks for the help with Doc Ock, if there are any more leads, don't hesitate to let us know," Harry was saying.

"Will do and sorry about the kids again."

"Don't worry about it. Remember when we were like that, young and carefree. Actually, it wasn't that long ago, I've not long been 20."

"Bye Gwen, see you around," Johnny said, before he too left the room and let himself out of the house, before making his way back to the Baxter building.

Gwen turned to Harry.

"So, who did you go and call?" she asked.

"No one," Harry said. "It was a fake call, an alibi if you would. Just something to cover my back."

He kissed Gwen on the head.

"I'm just popping out for a short while. Ring me if anything happens. Won't be long."

Harry left the room and Gwen heard the front door shut again. What was Harry doing and what was he being so mysterious? Why am alibi and fake call? She supposed he would tell her later and went to go and get on with some work. A pile of paperwork had arrived from Oscorp that morning and as Harry's partner in crime, she needed to go through it. A boring job, but s necessary one.

"Just sometimes, I wish I could be the one who goes flying around the city." Gwen thought about it a little longer, but then the thought of being bitten by a radioactive spider, or injecting herself with the DNA altering serum Harry had used, put her right off the idea. She'd rather her DNA stay as it was. She was just as much a member of the team as she was. Designing the new suits, running the hub and working behind the scenes at Oscorp. Gwen was the glue that kept everything together. Leave it to the boys and it would all crumble. She went through to the office at the back of the house and began to work through the paperwork.

* * *

Jack Power was sat in his room thinking about all that had happened that day. What a failure to the team he had been. Alex and Julie had been furious with him as they flew back and they had grounded him to his room, whilst mum and dad were still at work.

There was suddenly a tap at the window. Jack looked up and there in front of his eyes was Spider-Man, hanging upside down. The Spider-Man, the one, not quite the only, but the Spider-Man he had met only once, very briefly and who hadn't really said anything to him. What was he doing, knocking at Jack's window? Jack jumped off his bed and ran to the window, reaching it open.

"Spider-Man," he breathed. "Is it really you?"

"It sure is Jack," Spider-Man said, keeping hold of the web he was hanging from in his right hand and swinging his body round and down, to land softly in the bedroom.

"You know my name?"

"Of course. I remember when you were there when I helped rescue your brother from that other world."

"What are you doing here?"

"I hear that you were at my base this morning, making a bit of an entrance. You were wanting to see me."

"Sorry about that, I've had a real earful about that from my brother and sister."

"Do you fancy coming and having a chat with me?" Spider-Man asked.

"Really, with you? Where?"

"Just get your costume on and follow me."

Jack obliged. A moment later, he was in his cloud form and following Spider-Man out of the window and round to the top of the apartment building. There, Spider-Man landed on the edge and sat down, swinging his legs over the side, patting the space next to him, a signal for Jack to sit next to him. Jack solidified and sat down. Spider-Man shot a web-line across Jack's lap, to stop him from falling off. Not that it would matter anyway, Jack could fly.

"So," Spider-Man began. "You want to show your brother and sisters that you are grown up, you can be trusted with the big stuff."

"I am grown up, I'm almost a teenager. Now I have these cool powers, I can do anything," Jack said, meaning every word.

Spider-Man looked at him. It was hard to see any emotion on Spider-Man's face because of the mask. Behind it, there was the face of understanding etched into Harry's expression.

"It is great that you have this enthusiasm. The fact you want to use your powers for good and you want to help people that are in trouble, bring the bad guys to justice. That is so honourable, especially coming from someone your age. But, you have to know your limits. You are only 12 I believe. Yes you are growing up, but you haven't even hit your teenage years yet. Your body is still that of a child's. Imagine what you can do now in this state. Then imagine what you can do as a grown up. The power you have now is amazing, but as an adult, then it will be more powerful, more amazing and you'll be able to go up against the bigger villains much more easily. The people we are dealing with are bad and I mean really bad."

"But I want to be like you, be like the Human Torch. I want to be the best there can be."

"And one day you might be."

Spider-Man put his hand on Jack's shoulder. "Think about your parents though. Do they know about your powers?"

"No."

"Okay. Imagine you go up against a big villain now and they seriously hurt you, or even worse, they kill you. How would your parents react then? They discover your powers and they lose a child. What would that do to them?"

There was a beat.

"You remember the previous Spider-Man don't you?"

"Yes," Jack said. "Peter Parker, the greatest hero New York has ever had."

"Yes. Remember you saw his Aunt on the TV. She did know about his heroic activities and she found it incredibly hard after he died. He was 18 when that happened, you are only 12. We don't want the same mistakes to be made. Do you understand?"

It suddenly hit home to Jack. He was only 12 and Spider-Man died when he was 18. He loved having these powers, but if an experienced and older hero, one he admired had fallen, what chance did he have? Alex, Julie, Johnny and Spider-Man were right. He had to let the adults to what they needed to do. This was most unlike Jack, to admit he was wrong, but he couldn't hurt his parents or the rest of his family, because of his stupidity.

"You're right. I'm sorry. I promise to listen to others when they are trying to protect me. Can you forgive me?"

"It isn't really me who needs to forgive you. That is your brother and sister and Johnny, but I am glad to hear that you will listen in the future. Use your energy for good. Remember, with great power, comes great responsibility. Would you like me to tell you a secret, one that you must never repeat to anyone else?"

"Why would you tell me a secret?"

"Because if you keep it, I know that you are going to keep your word and I can trust you on that. Can I trust you on that?"

"Absolutely!" Jack said firmly. He was going to prove to Spider-Man and all the others, he could be trusted and was ready to be a better person.

"Good."

Spider-Man reached up and took hold of his mask, pulling it over his head and off his face. Jack took a large breath.

"Wooooow!" he breathed out slowly. "Your Harry Osborn."

"Now remember, no telling anyone. Not your brother, not your sisters and not your parents. Especially don't tell any friends. Okay?"

"I promise I won't. You can count on me."

Jack meant it. He really did. No one had ever told him a secret this big before and he was determined to keep it a secret.

"Oh and another thing, just because I have told you, doesn't mean you can come round my house anytime you like and ask me to do superheroing with you. We will work together again one day, I'm sure of that, but we'll come to that when it happens."

"Thank you so much for showing me. I will take on board everything you have said. I will not let you down."

"Good. Now it is probably time you went back to your room. You may be missed otherwise."

"What if they have been into my room and seen I'm not there?"

Harry hadn't quite thought of that.

"Do you have a phone?" he asked, wondering if Jack actually had some pockets in his suit.

"Yeah I do, it's not in my suit pockets though. I did that once and it came back broken. I'm not doing that again. I've left it in my room. Why?"

"What do you mean 'it came back broken'?" Harry asked, confusion filling his face.

"A story for another day. Why did you want my phone?"

"A selfie with Spider-Man should do the trick, don't you think?"

"How are you going to take a selfie without my phone?"

Harry thought for a moment. Of course, he was forgetting one thing.

"The drone," he said.

"Drone?"

"Yeah I forgot about my drone. Watch."

Harry pressed the spider emblem on his chest and it suddenly sprang to life, the back splitting to reveal mechanical wings. It took off from his chest and spun round to face the pair.

"It has a camera on the front and I can use that to take a photo and then send it to your phone, through an encrypted number."

"Cool," Jack said. He really wanted one of these drones now. Maybe he could put a request in his pocket and see what came back from the tailors in Elsewhere.

Harry put his mask back on and with a couple of taps on his wrist, directed the drone directly in front of them.

"Say cheese," he said.

There was no point in Harry smiling, but he did it anyway. He had changed Jack's life for the better and that was the best part.

"Right, that's that done. Type your number into my wrist pad."

Harry presented his arm to Jack, who typed his number in as fast as he could.

"Done!"

"Okay, that'll be on your phone when you get back. Don't try ringing the number though, it only works one way."

'Rats,' thought Jack. He had hoped that Harry hadn't thought about that.

"Thanks again Spider-Man, this has been great."

"Thank you Jack. Enjoy the rest of your day."

With that, Jack dissolved into cloud form and shot down to his window. Harry watched him go and then stood and shot a line off into the distance. With it, he swung away. Time for a little patrol.

* * *

Jack landed back in his bedroom, to find Alex in there, his arms folded and not looking happy.

"Where have you been?" he asked angrily.

"On the roof," Jack said truthfully. "Spider-Man wanted to speak to me."

"What?" Alex was slightly taken aback.

"Look."

Jack held up his phone to show the picture of him and Spider-Man on the roof.

"What did he want?" asked Alex.

"Just a chat, about being responsible with our powers. I'm really sorry Alex about my behaviour today. I promise to change and be sensible and listen to you and and Julie. I know you don't want us to get hurt."

Jack went over to Alex and hugged him. He let go and went back to his bed, where he dismissed his costume.

"Wow, Spider-Man must have been good."

"The best," Jack replied.

The sound of the front door opening caught their attention. Their parents were home.

"Kids, where are you!?" called their mum.

"Coming," came the reply from different rooms.

Each of the four children ran out to greet their parents.

"Guess who we just saw swinging away from our building," their mum said.

"Who?" Katie asked.

"Spider-Man. He was right here."

Alex looked over to Jack. That confirmed he was telling the truth. Alex smiled and nodded at his brother. A nice end to a strange day.


	17. Captain Stacy

**I am enjoying writing these chapters again. Ideas are coming that I had never thought about before. Enjoy reading.**

* * *

As expected, telling Aunt May the truth, had been one of the toughest things emotionally Peter had ever had to go through. Of course he accepted that the situation he was in, was one of his own doing. It would have been easier to let her in on the secret before hand, but everyone needed to believe he was dead.

Naturally, she had been very emotional, angry and bewildered by the whole reveal. Eventually, Aunt May accepted as best she could the reasons for why what had been done, had been done. She was going to need more time to fully accept everything, but overall, she was incredibly grateful to have her nephew back and safe.

Peter made promises to have more contact with her and to see her as regularly as possible, in the hopes that they could work together to get back to a sense of normality. Aunt May was not someone to hold a grudge and she could never hate Peter. They had both been through so much over the years and she admired his selflessness in becoming Spider-Man and using his powers for good and not for personal gain. She knew that he would never intentionally hurt her and what he did was for good reason, even if it did have to hurt those around him. If she was totally honest, she was a little hurt that she wasn't the first to know Peter was back. There was a tinge of jealousy there.

When Peter and Miles had returned to the house, Peter went straight to his room. He said that he needed to think, to collect himself together after the meeting. Miles watched him go up, feeling really sorry for him.

Back in the world Miles had come from, Peter Parker did die. There was no doubt about it. He had inherited his powers just before the event, but was unable to go and help at the time. What if he had? Could he have stopped his world's Peter Parker from dying? Maybe, maybe not. Miles had always loved Spider-Man. He was the hero to relate to. Young, a joker and fun. When it was revealed who he was, it was clear he came from a background many could relate to. A working class family, not rich, but not too poor. Events had happened in his life, just like they do to every family, some more serious than others. Picked on at school, not the most popular guy, but one who did not let the bullies win. Someone who fought for justice and a better world for people to live in.

It was an honour for Miles to be working with the original Spider-Man of this world and his successor. He went into the living room and sat on the sofa. He didn't know where Harry and Gwen were. He heard a sound from the back of the house, a door opening and then Gwen walked into the room.

"Hey there Miles. How're you doing?" she asked. "Where's Peter?"

"Yeah good thanks. Peter's in his room. He said he needs some time to think."

"How did it go? With Aunt May?"

"She took it surprisingly well. There were a few moments I thought we might lose her, or she might attack him, but they managed to talk it through. I did feel really awkward being there, but it was best that another party was there to mediate. They're going to see more of each other to rebuild the bonds."

Gwen looked down at her hand and the ring that sat on it. She knew that Aunt May had given it to Harry for her, because she couldn't give it to Peter. But now he was back, she'd probably want to give it to him.

"Keep it," a voice said. "I want it to remain with you."

Gwen and Miles looked up to see Peter standing in the doorway. He was looking at Gwen twisting the ring around. He knew what she was thinking and nothing would make him happier for Gwen to have the ring. He wasn't currently in a relationship anyway. He felt Harry was very much like a brother anyway, through friendship and also because part of his DNA now flowed through Harry's veins.

"Are you sure?" Gwen asked. "By rights it should go to you."

"Aunt May gave it to Harry and I have no disagreements with that. He is like a brother to me and you are like a sister. I don't want to strain our friendship anymore by quarrelling over a ring."

"Thank you Peter," Gwen said, moving across the room to give him a hug.

"So, have you decided a date for the wedding?" Miles asked.

"We're thinking maybe doing it next week," Gwen replied.

"Next week," Miles jumped up. "That's a bit soon. Have you got everything planned?"

"It's going to be a simple wedding. Neither of us want anything too fancy. A few friends and family down the registry office and then a quick break away."

"Well, whatever you want to do, we'll be happy to help," Peter said.

"Absolutely," agreed Miles.

"You two would look lovely walking down the aisle as the bridesmaids," Gwen said.

"Wait, what?" Miles exclaimed.

Gwen laughed.

"Oh your face. Of course I'm not going to make you do that."

"Phew. I thought you were serious for the moment then."

"It would be funny though. The thought of you both wearing a dress and carrying little bouquets of flowers."

"Not a sight I think anyone would want to see," Peter said.

"What's that?" a voice said behind them.

They turned to see Harry was back, in the process of pulling his mask off.

"Where've you been?" Gwen asked.

"Oh I just went for a heart to heart with Jack Power. I think I've managed to get him on side now."

"How'd you do that?" Peter asked.

"We just talked through a few things. I may even have given him a selfie."

"You big softie," Gwen cooed, giving her fiancé a hug.

"Anyway, what is the sight no one would want to see?" Harry repeated his earlier inquiry.

Gwen explained the conversation they were having before Harry entered the room.

"Ha!" he exclaimed. "No, I definitely don't want to see that."

"A ghastly sight," Peter added.

"Anyway, you're not supposed to upstage the bride on the day," Gwen added.

"Nobody would dream of doing that," Harry replied, with a kiss on Gwen's lips.

"Right, come on Miles. Let's leave the lovebirds too it," Peter said.

The two of them left, leaving Harry and Gwen on their own. The front door soon closed. They sat down on the sofa, Harry putting his mask down on the table next to him.

"So," Gwen said. "You managed to talk the Power kid around. That's a pretty good thing to do."

"Well, I didn't want him to feel bad and be put down. He wanted to help and be a hero. The worst thing we can do is allow him to become disillusioned with hero work and use his abilities for other not so good activities. Best to keep him on side."

"Good thinking champ."

The proximity alert began to flash and the tv turned on to show the external CCTV cameras. Captain George Stacy of the New York Police Department was walking down the street towards the house.

"Quick," Gwen said. "Get changed."

Harry shot up and ran upstairs to change. Gwen turned the light off and changed the channel on the TV. What was her father coming here for? This was most unusual.

A couple of minutes later there was a knock at the door. Gwen went to answer it. Captain Stacy stood in uniform on the top step.

"Hi there dad. How're you doing?"

"Hello darling. Can I come in?"

"Sure."

Gwen moved to the side and let her father in.

"Go through to the living room."

She followed her father through to the living room and when they got to the doorway, she noticed there was something she had missed. Harry's mask was still on the table next to the sofa. Fortunately her dad hadn't looked down and seen it.

"Actually dad, lets go through to the kitchen, I was about to get a drink anyway," she lied.

"Is Harry here?" Captain Stacy asked.

"He's Just upstairs. He'll be down in a sec."

Sure enough, there was a noise on the stairs and Harry appears jogging down, coming to a standstill a couple of steps from the bottom.

"Hello sir," Harry said, holding out his hand to shake the Captain's.

"Mr Osborn. A pleasure to see you."

"Come through dad, let's get you that drink," Gwen motioned towards the kitchen.

Captain Stacy moved through to the kitchen. Before she followed, Gwen lent in towards Harry and whispered, "the mask. You left your mask on the table."

"Oops," Harry replied.

Harry quickly moved to the living room to hide the mask, whilst Gwen followed her dad.

"So, what do we owe the pleasure of your visit?" asked Gwen, as Harry came into the room, giving her a slight nod to confirm he had dealt with the mask.

Captain Stacy reached down to a bag he was carrying and pulled out a brown envelope. From the envelope he produce a series of documents. Carefully, he placed three photos down on the kitchen counter, facing Gwen and Harry.

"These photos were taken today by one of your neighbours. They say that they saw this cloud floating above your house and then it suddenly disappeared, with what looked like four kids coming out of it. They then appeared to drop into your garden. Then about 15 minutes later, they left your house, this time wearing different clothes and then a couple of minutes later, Johnny Storm was seen leaving. Can you explain this to me?"

Gwen and Harry looked at the photos, in a stunned silence. They indeed showed the Power Pack, although fortunately, the faces weren't clear enough, so this kid's identities were safe for now. Johnny however, was clear to see. They caught the moment he took off. There was no mistaking the figure on fire, no other human could do that in New York.

"Well, I can't talk about why Mr Storm was here," Harry said. "It was on official business for Oscorp I'm afraid. As for the kids, they are some friends of Mr Storm. I have never met them before."

Of course Harry was half lying. He'd met the boys before, as Spider-Man and had never met the girls.

"Mr Storm soon sent them on their way though," Gwen added. "We don't really know who they are."

"Okay, just checking on that," Captain Stacy said. "I believed it must be something along those lines. I'm not surprised Oscorp have a relationship with the Fantastic Four. I supplied you're all competing for each of these costumed vigilantes. Stark's got a good business going with the Avengers. Just be wary of your neighbours. I think a few of them are a bit prejudiced against these 'heroes'."

"Sounds like you might be a bit prejudiced as well dad."

"No, no prejudice darling. I know you were good friends with Peter Parker. I just don't want more kids putting themselves in danger. That's what we are there for."

Gwen began preparing tea for them all.

"So Harry," Captain Stacy said, as he put all the documents back in the envelope and then in the case. "How is running Oscorp going? I hope it isn't taking you away from my daughter too much. She needs looking after."

"Dad!" Gwen protested. "I can look after myself you know. I don't need a man watching me round the clock."

"I know honey, but I want to know you're being looked after. A father always wants the best for his daughter. Especially as your mother is no longer with us."

"I make sure I am balancing my commitments sir," Harry replied, as Gwen finished the drinks and placed them down in front of them, slightly too hard for Captain Stacy's. "I am fully committed to making Gwen happy. We are a great team."

"I can see that. When is the wedding?"

"Next week, we're thinking," Gwen said.

"Wow, that's quick. Are you sure you're not being too quick?"

"After what happened to Peter and with all the changes going on in the city, we don't want to hang around and regret it. We love each other and we want to confirm that," Gwen explained.

"Will you get everything sorted in a week?"

"We aren't going to have a big wedding. Just a small one for close friends and family."

"Well, if that is what you want."

"It is," Gwen said.

"Then if you're happy, I'm happy."

Captain Stacy leaned over and kissed Gwen on the head.

"I suppose I'm just finding it hard to accept my little princess is getting older and flying the nest. You're making me really proud though. That's the main thing."

"Thanks dad."

They both hugged and Captain Stacy kissed Gwen again.

A phone began to ring.

"Oh, that's mine," Gwen's dad said. He pulled his phone out and hit the green button. "Stacy."

A pause.

"Right."

More pausing.

"Okay, I'm on my way. Thank you for letting me know."

He brought the phone away and ended the call.

"Sorry darling, I have to go. There has been an incident in the city. I need to go and attend."

"What is it that requires someone as senior as you?" Gwen asked.

"Another super being has attacked a security van carrying some expensive items."

"Which super being?" Harry asked.

"We're not sure. Something capable of melting through the van's thick steel body."

Gwen and Harry exchanged looks. They both thought the same name. Molten Man. Captain Stacy stood and gathered his case together.

"I'll be in touch again soon," the Captain said, as he made his way to the front door.

"Go get them dad," said Gwen.

She opened the door and with a parting kiss, Captain Stacy left.

When Gwen walked back to the living room, Harry was on his phone.

"Miles, it's Harry. There's been an incident with a security truck. We think it may be linked to Molten Man and Doc Ock. Are you and Peter able to investigate?"

A pause.

"Okay, we'll monitor from here. Thanks."

Harry put the phone down.

"Miles and Peter were on patrol anyway. They'll go and investigate."

"Okay, lets get to action the," Gwen said as she turned the staff in Athena's hand.


	18. Freezing Metal

**It's a long chapter this time. I hope you enjoy.**

* * *

"Right, eyes on target," Kid Arachnid said into his coms.

"Yep, I can see it too," Scarlet Spider. "Are you getting this?"

" _Yep we can see it. That van has been totally destroyed. Any sign of Molten Man?"_ Gwen replied over the coms.

"Not yet. Switching on the thermal lenses," Scarlet Spider said.

There was a small whirring sound as the lenses turned on. After a slight moment for them to warm up, the display became clear. Back in the house, Harry and Gwen also got to see the thermal vision.

"There he is," Scarlet Spider said. "Right in the van."

" _Hang on,"_ Harry's voice said. " _There is something different. When we saw him last, he was shorter than me, not by much, but still shorter. That clearly shows him bending to be in the van and that is a large van. Something has happened to him."_

As if to confirm Harry's words, there was a large roar and the roof of the van split open under the pressure of a violent spout of molten metal. The new, large, hulking figure of Molten Man ripped through the remains of the hole and came to land on the road, the asphalt remelting under the extreme temperature.

The last time Molten Man had been seen, he looked like a regular human, but with skin made from molten metal and glowing an orange colour. He was also clad in a silver suit. Now, he looked like he had been taking an enormous amount of steroids. Each muscle had ballooned, veins and arteries were etched right over his body, his suit was ripped in various places from where his bulking form could no longer be contained and his eyes showed pure rage. It was clear he no longer had self control, this was a man changed beyond means.

" _What has happened to him?"_ Gwen asked.

"I don't know, but he looks like he wants to rip people apart," Scarlet Spider replied.

" _Be careful, I haven't had time to build in heat protection into your suits. If he touches you, it will burn you,"_ warned Gwen.

"Right, don't touch," Kid Arachnid repeated. "So, what's the plan?"

"You go from the right, I'll go from the left. Use your webs to distract him. Look there," Scarlet Spider pointed downwards. "See that fire hydrant, we need to use that to dowse him and try and put the heat out. Get him to that hydrant."

"Okay. Let's do it."

The two Spider-Men swung into action, heading down to the ground to face their foe.

As they got closer, Molten Man spotted them. He let out another unearthly roar. He had seemed to have lost his ability for regular human speech.

"What has Octavius done to you?" asked Scarlet Spider. "He's turned you into a monster. How can you trust a man like that?"

Scarlet landed and shot a series of web balls towards Molten Man, as rapidly as he could. Kid Arachnid landed behind and began doing the same thing. This gave Scarlet enough of a distraction to head towards the hydrant. Once he reached it, he began to use his strength to prise the hydrant apart.

" _How are you doing with the water?"_ Kid Arachnid's voice asked in his ear. " _I can't keep him distracted for long."_

"Give me a sec kid. These things are though to break," Scarlet said, slight irritation filling his voice.

With a few more tugs, pushes and grunts, the hydrant gave way and a powerful jet of water shot towards the sky. With some quick wrist movements, scarlet constructed a funnel out of webs, to help direct the water. It began to head towards the place where Molten Man was standing.

"Can you get him closer?" Scarlet asked. "The water isn't quite reaching him."

" _How do you want me to do that?"_

"Throw a car at him. Knock him backwards."

" _I don't think I can lift a car, I've never tried."_

"Well, now is the time to call upon all your strength and give it a go."

" _Remember, keep a straight back and bend your knees,"_ came Harry's voice.

There was a moments pause from the Spider-Team.

" _What? It's good advice. We want to avoid injury."_

"Right, Kid, Just get that car flying into him," Scarlet said.

Kid Arachnid turned to his right and saw a small red, two door Smart car sat in a parking bay, at the side of the road. He moved round to the front and bent down, placing his hands beneath the bumper. With a moments pause, he put all his strength down into his arms and heaved the car towards Molten Man. It was much easier than he had thought. Having the proportional strength of a spider did have it's uses.

The car hit Molten Man square in the jaw. It knocked half his face off, a large gloop of red hot, liquid metal landing on the asphalt, melting it. Molten Man stumbled for a moment and then his face began to reform. He let out another blood curdling roar, one that felt like pain and anger mixed. The car had knocked the monster closer to the water, but it was still not close enough.

"Get another one!" Scarlet shouted.

Now he knew he could do it, Kid Arachnid grabbed the next car and threw it again. This time, the force did its job. Molten Man was engulfed in the water, which turned to steam as it went over him, but it managed to dull down the heat.

Scarlet Spider ran over to a large cylinder sat on the corner of a junction and ripped it from its brackets. This cylinder contained liquid nitrogen. With a powerful tug, he broke the valve at the top and the nitrogen began to stream out. With speed, Scarlet pointed the canister at the steaming figure of Molten Man. The temperature dropped even more and ice crystals began to form over his hulking figure.

" _It's working, you're putting the fire out,"_ Harry said down the line.

Soon the liquid nitrogen sputtered to an end and left standing where once a high temperature monster stood, was a very low temperature monster. Molten Man was not really molten anymore.

"How long do you think he'll stay like that?" Kid Arachnid asked, jogging up to stand next to Scarlet Spider.

"I don't know. What do we do now?"

" _You're right next to the 18_ _th_ _Street subway station,"_ came Gwen's voice on the coms. " _We've just had that converted for us. Sending a drone to you now."_

"What are you talking about?" Scarlet asked.

" _We bought 4 abandoned subway stations and are having them kitted out with resources, so we have bases across the city. I have sent a drone with a containment unit. Get him inside as quickly as you can."_

As Gwen finished talking, there was a loud whirring noise, as a large metal box, painted white, rounded the corner, being carried by a drone. The box landed and the drone fell silent, the blades coming to a standstill. The metal box door, which had a window in it, began to open, hinging from the bottom. Lights glared from the inside, lighting every corner, every angle.

"Let's get him in then," Scarlet said.

Between the two of them and with much oohing and arhhing because of the cold temperature going through their gloves, Scarlet and Kid Arachnid moved the frozen Molten Man into the containment unit. Once he was inside, Scarlet Spider shut the door and the seal activated.

"What if he tries to break out of this?" Kid Arachnid asked.

" _He won't,"_ Harry said.

"You're very confident about that."

" _The unit is one based on a SHIELD design. It neutralises anything that isn't regular human DNA. It will render his strength to that of what it was before Octavius messed with him. I want to see if we can revert him back to normal."_

" _Follow the drone. We'll meet you at the station,"_ Gwen said.

The drone began again and lifted the unit up and back the way it came. The two Spider-Men jumped onto it and rode along. They turned the corner and moved over the road to the entrance of the old station. The drone rose higher as it moved over the building, a large hole now visible in the roof.

The drone began to lower directly over the hole. The two Spider-Men jumped from the unit, before they were squished against the sides. They then followed it down, just as the roof swept back into place.

They were in the old station, now kitted out as a hidden base of operations. The containment unit landed on a set of tracks, where the drone detached itself. It flew off and the unit began to move on the tracks towards the lift shaft. When inside, it descended down to the lower levels of the station. The two of them followed it down to the platform levels, where it had ended up, taking the tracks down onto the former track level.

Alcoves had been built into the walls and the unit began to back itself into one of these. A platform extension rolled out from the tunnel to the right and came to rest in front of the unit, leading from the platform to its door. The unit then raised up inside the alcove to be at platform level.

In the safety of the station, Scarlet and Kid Arachnid could remove their masks.

"Ugghh!" Miles said, bringing the mask up over his face and then off, tucking it into his boot. "How do you cope with wearing a mask? It still gets to me how hot it makes me. I mean I am literally wearing nothing and this fabric isn't very thick, but I get so hot and sweaty."

"You don't get used to it, but it is part of the uniform. You wear it with pride because it represents so much. A bit of sweat or mask hair is nothing, compared to the lives we save and the people we help."

"Very true. I know I should not be selfish and it is very hard not to be. I do this to carry on the work left behind by my world's Peter Parker. I didn't want to be bitten by the spider, just like you. We were both thrust into this position of power. I just hope that I can live up to the legacy of the previous Spider-Man, but also correct the wrongs members of my family have done, especially my uncle Aaron."

"I agree it is not easy to not be selfish. I started this to get revenge in the man who shot and killed my uncle Ben. However, I was jolted I to reality and that made me realise that we do it to save everyone from themselves. We do it to help those without powers to defend themselves, also to help those who do have powers, to not lose their heads."

At that moment, a wind began to blow through the platform and in the distance, through the tunnel, the noise of something heavy approaching, echoed across the curved walls. The rails began to buzz and hiss and lights became visible, growing larger, the closer they came. An old train carriage came into view, as it slowed to a halt just into the platform area. There was a beeping sound and the doors swished open. Harry and Gwen stepped out.

"Hey," Peter said.

"Hey," replied Harry. "Wow, What has he done to you?"

The last part was directed to the still frozen figure of Molten Man. The ice was starting to melt, water running off and down to the container floor. The mottled, twisted body began to appear clearly once more. This time however, the unit was dampening Molten Man's powers. His skin was no longer white hot, but a dull bronze colour. As the ice melted, he began to move again, jerking movements to begin with and then smoother as he freed up.

"Do you have the phial?" Harry asked Gwen.

"Here," she replied, removing a phial filled with blue liquid from her bag. She passed it over to Harry, who took it and moved closer to the unit.

The final remnants of ice had melted and Molten Man stood in a puddle of water, grunting and panting. As he spotted Harry, he charged at the door and roared a piercing roar, that ran through everyone's bones. He pounded and pounded at the metal, but it was able to hold and not buckle under the pressure.

"Mark, can you hear me?" Harry asked. "Do you understand what I am saying? I'm here to help. Liz asked me to help. Do you remember Liz? Your sister? She's really worried about you."

At the mention of Liz's name, Mark began to calm down and almost whimper coming from his throat. Harry placed his hand against the window and Mark looked at it, questioningly.

"I don't want to hurt you Mark. I want to help. I want to reverse whatever Octavius has done to you."

As he spoke, Harry took the phial and inserted it into a small hole that was on the right hand side of the door. With a slight push, it engaged with a mechanism in the door and the liquid began to flow from it.

"Mark, you're going to feel strange in a second, probably not as strange as you do now. Try not to panic and it will all be over soon."

Harry pushed a button next to the phial and a blue mist began to descend from the unit's ceiling, raining down on Mark. They all watched as Mark breathed in some of the mist, while the rest fell onto his skin.

A few moments of tense waiting and then it happened. Mark began to twist and turn, writhing in pain, it clear across his contorted face. His body began to change. His skin was bubbling, as muscles and bone structure changed. Within minutes and as though it hadn't even happened, the unconscious form of Mark Allen, lay on the floor, looking as he did before Octavius' recent alterations. His ripped suit lay across his body, sagging from being stretched over his previously hulking form. His skin was no longer bronze, but back to his human hue.

"Well that worked well, but has it gone the whole way?" Gwen asked.

"We'll have to wait for him to wake up," replied Harry.

As if on cue, Mark began to stir. Harry motioned to Miles and Peter to re-mask. Mark placed his hands against the sides and hauled himself up to a standing position. His legs were shaking from the change.

"Mark?" Harry asked.

Mark raised his head.

"You!" He hissed.

He lifted his hand and tried to shoot a blast of molten metal, but nothing came.

"W...w...what have you done? Why is this not working?"

"The containment unit dampens your powers, but we also gave you a gene cleanser. It should have reversed the effects of the DNA altering. We are not sure if it has fully healed you, but you are no longer under the influence of Octavius. You are free to be your own person."

"I'm free?" Mark said in disbelief. "I'm free."

He broke down in tears. The four watched him, awkwardness filling the room.

"Thank you. Thank you so much."

"That's our pleasure," Harry said. "Does that mean you aren't going to try and kill me now?"

"I am so sorry about that. Octavius was threatening Liz and was able to control me. He implanted a chip in my neck."

"Did we know that?" Scarlet asked.

"We did," Gwen confirmed. "Hold still."

A robotic arm came from the side of the unit and approached Mark's neck.

"Ow," he said. "What are you doing?"

"Just a sec," Gwen said.

There was a sharp intake of breath from Mark and the robot arm pulled away. In its claws, was the control chips it had carefully cut out of Mark.

"There, the chip is out. The nanobots will repair the damage and you'll be as good as new in no time."

"Now you are in control of your own destiny again!" Harry said.

"Thank you. Do you think I could have some clothes please?"

"Of course. Let me just grab some!" Gwen said

"I'm going to let you out," Harry said, "but just be warned, try anything funny and Kid Arachnid and Scarlet Spider will take you down."

"I promise, I won't harm you. You have helped me and freed me. That counts towards something. I know Liz works for you. I've hurt her enough and I can't continue to do that anymore."

"I'll hold you to that."

Harry pushed another button on the side and the door hissed, falling forward and landing with a clunk. Mark stumbled out and fell on all fours. Harry bent down to help him.

"Thanks," Mark said.

"Don't worry about it."

Harry picked up a device from a table on the platform and began to wave it around Mark.

"What's that?"

"Just checking for any other implants you may have received. There isn't any."

"Good."

Gwen returned with some clothes.

"Here, we had some spares lying around. These should fit."

She handed Mark some underwear, jeans, T-shirt, socks and shoes.

"Um, where should I get changed?"

"Oh, we'll turn our backs," Harry said, motioning to the others to follow suit.

"So, what are you going to do now?" Gwen asked.

"I don't know. I suppose I should get out of the city and away from trouble."

"What about Liz?" Harry asked.

"Could you tell her that I love her? I'm done by the way."

They turned round to see him fully clothed.

"I could, but I won't."

"Why?"

"Because I'm not going to make her feel worse because of your decision. That is something you will have to go and explain."

Mark hung his head, emotion clearly building up. It was with this emotion, that smoke actually started to appear from his ears. Gwen prodded Harry.

"Um, Mark? Are you okay?" Gwen asked. "Your ears are smoking?"

"What?" Mark said, looking up, a tear rolling down his face.

As they watched, the tear hisses and fizzed, evaporating into the air.

"I feel really hot," Mark said.

"Back," Harry warned. "Get back."

They moved just in time, as 2 seconds later, Mark burst into flames, as his skin once more became molten, the brand new clothes given to him, turned to ashes.

"What's happening to me?!" Mark cried. "I thought you fixed me?"

"It's his emotions!" Gwen exclaimed. "We managed to take away the uncontrollable aspect, but it can still be controlled by his emotional state. Mark you need to calm down. Remember, we are here to help, not hurt. We will work with you to talk to Liz, you just need to calm down."

Mark looked at Gwen, who gave him a smile and a small nod of encouragement. He knew deep down she was right and she was Harry. This was his cross to bear and it was not for him to make Liz bear it as well, but if he ran away, he wouldn't get the help he needed.

He took a deep breath and tried to calm himself down. He thought of happy thoughts. Him and Liz as kids, playing in the park, round the house, with their friends. He thought of the joy they had, the laughter ringing through the house. He felt happier in these memories than he had in reality for a long time.

Slowly the heat began to die, returning to normal. Finally, Mark stood there human again, smoke still rising from his body.

"Ugh hum," Gwen coughed, her head turning to avoid looking at him.

Mark looked down as the boys also made a point of not looking.

"Oh, I'm naked."

"Yep," Gwen said. "I'll get more clothes. We'll have to find you some clothes that are flame resistant."

She moved off to get the clothes.

"I'll speak to the Fantastic Four for help with that," Harry said.

"Where is Spider-Man?" Mark asked suddenly.

"Sorry what?" Harry replied, resisting the urge to turn around. "Why do you want to know that?"

"Well, both his partners are here, I just wonder where the big boss is."

"Spider-Man isn't our boss," Scarlet said, stepping round to face Mark, trying very much to keep, his eyes only on his face.

"Well, I'm sorry. I seem to have touched a nerve there. I apologise. I didn't mean it, it was just a question."

Harry put his hand on Scarlet's arm, encouraging him to back down.

"These two were the ones who came across you, not Spider-Man. He's not here. I suspect he is out patrolling the city still."

Gwen returned with news clothes.

"Right, try not to burn these ones. I don't have many spare clothes."

"Why do you have spare clothes here anyway?" Mark asked. "This seems very much like a base for a superhero. Is this Spider-Man's base? Hang on, are you Spider-Man?"

Mark pointed at Harry, who turned his head to see him.

"You are aren't you. You have to be. I remember now, at Oscorp. When I was sent to kill you. You were there and then you disappeared and Spider-Man turned up, after these two. Octavius went in about Oscorp supplying the original Spider-Man, so now they supply the new one. What if the new one is actually the one who runs Oscorp? Come on, I'm right aren't I? I'm not stupid, I'm right."

Harry took the pile of clothes from Gwen and passed them to Mark.

"You ask a lot of questions."

"But I'm still right," Mark said, taking the clothes.

Harry took hold of his t-shirt and pulled it, revealing his suit below.

"Yes, you're right," Harry agreed begrudgingly.

"I suppose you're not going to let me go now?" Mark asked. "I know too much. How can you guarantee that I won't go back to Octavius and give away your secret?"

"Put the clothes on and wait here," replied Harry, as he put his top down and signalled to the other three to follow him.

They walked to the end of the platform and stood at the bottom of the steps that led back to the surface.

"What are you going to do?" Scarlet asked. "Do you trust him?"

"I have something that may help," Gwen said, pulling a familiar silver bracelet out of her pocket.

"Oh I remember that," Kid Arachnid said. "That's the one you put on me first."

He held up his wrist and pulled back his glove to show the second bracelet that he was still wearing, to placate SHIELD.

"Gwen, can we take that one off of Miles? I think my trust in SHIELD has gone and I know Miles won't go off?" asked Harry.

"Sure," replied Gwen, removing the bracelet and putting it in her pocket.

"That feels better," Kid Arachnid said, pulling the glove back on and rubbing his bow braceletless wrist.

"You sure this will work?" Scarlet asked.

"Certain."

"Okay, lets do it then," Harry decided.

They walked back over to Mark, who for the second time in half an hour, was clothed in new clothes.

"We're going to put this on," Gwen explained, holding up the bracelet. "You try anything and I will activate the bracelet. You go near Octavius or reveal key secrets, I will activate it."

Gwen clipped it into place on Mark's wrist, the light glowing green to show its activation.

"It will send a powerful electric charge through your body, temporarily paralysing you until we get you to a prison cell."

"What if I melt it off?" Mark inquired.

"It will take temperatures of over 1000 degrees Celsius. Don't bother trying."

"I won't. I was just checking you had your bases covered. I wouldn't trust me if I were in your situation. I meant what I said though. I promise not to turn back to the bad side. I want to work with you. I want Octavius to suffer for what he did. I want Liz to be proud of me again and not fear me."

Harry and Gwen exchanged a look.

"No I get it," Mark said. "You don't want me as part of the team. That's fine. You've got several members anyway."

"It's not that," Harry put forward. "It's just, too many people are finding out about our identities. We need to curb this and ensure we operate safely and avoid the people we love from being hurt. You saw want happened with Peter Parker and you know that Octavius has threatened Liz. We have to contain the identities."

"Let me join and I'll help. Make me do the menial jobs if you want, but keep me on the straight and narrow. I put myself into your hands."

Another look was exchanged. A pause, a thought, a doubt, another thought, an agreement, a wonder, an acceptance.

"Okay Mark, you're on the team. Welcome aboard."

Harry put his hand out and they both shook.

"Right we need to get back to base. Things to do."

They walked towards the train carriage.

"You haven't properly introduced me to these two," Mark signalled to Scarlet Spider and Kid Arachnid.

"Oh yeah. Mark, this is Miles, known as Kid Arachnid and Peter, known as Scarlet Spider."

Miles and Peter removed their masks, each giving a curt nod when their name was mentioned.

"Peter, as in Peter Parker? As in Peter Parker who died?"

"Let's not bring up that bit up. Sore memories," Harry said.

"Well, good to be with you all. Let's go and save some people."

Mark's last comment was met with silence.

"Right, okay. I won't do that again."

"Please don't," Harry pleaded

They all boarded the train and the door closed behind them. A moment later, the train began to reverse out of the station, until soon, the lights disappeared into the blackness of the tunnel. Once it was gone, the containment unit door closed, the platform extension moved off, back to where it came from and the unit lowered back down to the ground. It then moved backwards into the wall, a bulkhead then descended in front of it, faced with brick and hiding what was once there. The lights turned off and the station went into standby mode.


	19. Origins

**Another long chapter. I hope you enjoy this. There will be some new takes on some familiar characters. Please review and tell me your thoughts.**

* * *

BANG!

BANG!

BANG!

BANG!

Chunks of masonry flew all over the place as Octavius' metal arms punched the walls repeatedly. Over his shoulders sat the bank of screens showing CCVT feeds from all over the city. One feed in particular was displayed over several screens, some showing replays, some screenshots and some current images. What they all showed however, was the same street and the same security van being torn to pieces by a monstrous Molten Man, who was then defeated and taken by two spandex clad heroes, with spiders adorning their outfits. Octavius could see that neither one was Spider-Man himself, but he knew that he'd be involved somehow.

His frustration was getting the better of him. Everything had been planned so carefully. His return was to be triumphant, spectacular and smooth. This was anything but. Of course he had overlooked the possibility of more spider people showing up and the original Spider-Man no longer being in the driving seat. He cursed his own stupidity for that fact.

And now, even the one person he did have under his control, was gone. Taken. Contact lost. Chip not responding. DNA signature not present. Why was he not adding in backups? Why was he not taking precautions? Even his own DNA vessel had been taken and he hadn't found where. Otto was adamant he would find where Karl was located and then bring him back to his base and use him as his next pawn.

There was another bang as his arms all crashed into the wall at the same time. They got stuck, embedded deep in the wall. With his patience now stretched incredibly thin, Otto pulled the arms hard and an entire section of wall came with them. With a grunt and yell, they ripped apart, sending even larger chunks of brick and mortar across the room.

Great! Now it would all need clearing up. A tap on his wrist and a cleaning robot appeared and began to shovel the rubble away.

Otto needed to plan his next move. He needed to bring down the Spider-Team, all of them. He no longer wanted them alive. No longer wanted to harvest them, to bring them to his side, alter them genetically, subdue them to do his bidding. They were scrap now, not worthy of him. All Otto wanted to do with them now, was kill them and he would take great pleasure in doing that. Great pleasure indeed.

He couldn't do it alone though. It was time to hire a team. A team he could trust. A team who he knew hated the spiders just as much as he did. A team he knew would kill first and then ask questions later. Turning to his computer, he set to work constructing his dream team.

* * *

DING. DONG. DING. DONG.

Gwen opened the door and picked up the parcel that was sat on the doorstep. Taking it in, she shut the door and went through to the living room. There, sat on the sofa were Harry, Mark and Liz Allen.

They had been meeting together to explain to Liz all that had happened with Mark and Doc Ock. Liz had been crying tears of joy and had gone through an entire box of tissues.

"I can't thank you enough Harry. You have done so much for us. I don't know how I can repay you."

"Liz, you don't need to repay me. We did this to help, not for payment. Anyway, Mark is going to work with us and we'll try and bring down Octavius and save the city."

"Thanks Harry, you're the best."

Liz leaned over to him and gave him a peck on the cheek. Gwen couldn't help but feel a little jealous. She coughed.

"The parcel is here," she said.

"Oh good," Harry replied, turning round. "I reached out to the Fantastic Four," he explained to Liz and Mark, "and Johnny Storm sent through some fire resistant clothing. Hopefully these are okay. Johnny likes to think he's a purveyor of fashion."

Gwen handed the box over to Mark.

"Thanks," he said.

"I'm also working on a suit for you to wear as well. Johnny has sent some ideas for me to have a look at!" Gwen said.

"You are too kind. Really, I don't deserve any of this."

"Stop apologising please. There's only so much I can take," Harry insisted.

"Where are you going to live?" Liz asked.

"I don't know. I can't go back where I was, Octavius will find me."

"You could come and live with me," Liz offered.

"No, he'll look for me there too. I can't put you in danger."

"Well," Gwen said hesitantly, "we do have room here."

"Yeah, there's plenty of room, if you want," Harry agreed, offering the chance.

"I'd like that. Thanks."

"Come on then, I'll show you to a spare room," Harry said, getting up.

Mark and Liz got up and followed Harry out of the room, upstairs and too a spare room.

* * *

Meanwhile, across the city, Otto Octavius was putting his plan into action.

Doctor Jonathan Ohnn was sat in his office, clicking through his computer. He was incredibly bored. He worked for the Kingpin, who was making him do the impossible, trying to replicate the powers of the hero, Cloak. Nothing worked. The frustration was building inside of him.

BANG!

He hit the table, everything jumping from the sudden vibration.

BANG! BANG! BANG!

Three more bangs, the only problem was, those were not the Doctor.

CRASH!

The door to his office blew off of its hinges and came crashing down next to his desk. One by one, four metal legs edge their way into the room, before a figure comes to land on their own legs, in front of them. The figure was hidden in shadow.

Dr Ohnn cursed to himself. He hadn't got round to replacing the broken bulb above the door and now the darkness obscured the sight of the trespasser.

"Dr Ohnn, a pleasure to meet you," the figure said.

"Who are you? What do you want?" the doctor stammered.

"I want to make your dreams come true. All I ask, is a favour from you."

"What dreams? What favour?"

"Come Doctor, I know how much the Kingpin wants you to complete your research. I will give you the answers and the resources. In return, you help me on a job I have."

"What job?"

"All in good time doctor. Do we have an agreement?"

Dr Ohnn thought for a moment. An opportunity to get the Kingpin off of his back and the chance to get the power to portal technology in his hands. How could he give this up? The payment didn't worry him, well it did a little, but it couldn't possibly be as bad as being in the service of the Kingpin. Could it? This guy was offering to give him a way out. He recognised having a good relationship with those you work with. Dr Ohnn was on board with that.

"Okay, I agree."

Otto Octavius moved forward. In his hand, he held a briefcase. He placed this down on the desk, opened it and spun it round to face the doctor.

"This is for you to wear."

Dr Ohnn looked at the contents of the case. It was a suit, a spandex suit. He lifted it out. The top half, to the waist, was white and the remaining section was black.

"What is this?" he asked Otto.

"The answer to your dreams, the miracle bringer, the route to other worlds. Put it on."

Dr Ohnn looked at the suit sceptically, but what harm would it do to just put this suit on? It was just fabric, nothing special. He stood up and kicked his shoes off. He removed his lab coat, sweater, shirt, trousers and socks. He pulled the suit towards him and slipped his legs in, pulling the fabric over his skinny frame. It sat baggy on his body. He picked the mask up and pulled it on, though, it was so big, he could have just dropped it from a height and it would have fitted over easily.

"I think it needs to be modified," Dr Ohnn said.

"It is fine. I just need to press this button and all will be revealed."

There was a tone to Octavius's voice, that made Dr Ohnn realise he had probably made a big mistake. He heard the click of the button and there was a moment of... nothing. Nothing happened. Had Octavius got it wrong? Had something not gone right? Ahh, but of course, this involved Doc Ock, one of the cleverest men in the world. He knew exactly what he was doing.

A tingle crept down the doctor's back, growing, until with a sharp intake of breath, he cried out in pain, arcs of electricity surrounding his body, emitting from tiny black spots that had now appeared on the white part of the suit. He felt his body changing. Raw power flowed through him, charging him, growing and growing. He felt himself growing too, the suit that was once baggy, now becoming tighter on him, until it felt like a second skin, in fact not even that. It felt exactly like his skin. No, it was his skin. His entire body had been coated in this new skin, one he could not get off. His once skinny body, now looked lean and muscular, defined, but not overly. No longer thee weak one, picked on because of his love of science, but now a force to be reckoned with.

Everything went calm and Dr Ohnn stood there, catching his breath, slightly unsteady on his feet. The large window next to him acted as a mirror, the dark sky outside allowing him to see his reflection easily. The suit, his skin, had changed. The top half that was fully white, now had many black spots on it, each one floating slowly around his upper torso. Where is eyes should be, a large oval sat, altering its shape as he moved his face.

"What have you done to me?" he asked in a shaky voice.

"I have elevated you, to a higher plane, the master of portal travel. And know I have given you that knowledge, you owe me your service. I will call upon you when I need you. And if you think you can double cross me, be aware, I can track you and destroy you. Wait for further instructions."

With that, Otto Octavius left the doctor on his own. He continued to stare at his reflection, feeling the new power spread around his body. He raised his hand and without much thought, a black hole opened in the air in front of him.

"Whoa!" he breathed.

With a moment of confidence, he stepped into the black and his new life. He was over the moon and no longer bound to the mental mind of the Kingpin. All he had to do was repay Octavius and then he'd be free.

* * *

While Dr Ohnn was discovering his new found abilities, across the city, Aleksei Sytsevich, the son of a former Russian mercenary, was walking alone through the darkened back alleys of the Lower East Side. Aleksei was in his early twenties, tall, well built, blonde hair and green eyes. He kicked a can that was in his path and it went clattering away from him, the noise echoing off the tall buildings on either side. A cat yowled in the distance, droplets of water fell from drains into puddles on the ground. In the silence of the alley, a cacophony of noises were sounding.

A loud clunk behind Aleksei made him whip round, his father's training keeping him in his guard.

"Mr Sytsevich, a pleasure to meet you. I wonder if you would be of help to me?" a voice in the darkness said.

In a thick Russian accented voice, Aleksei replied, "who are you and what do you want?"

His hand went down to his belt, where he kept a knife hidden in case of situations such as this.

"My dear Aleksei, your knife is not needed. I am not here to hurt you, but offer the greatest chance of revenge you will ever get."

"What are you talking about?"

"I know your history. I know how your father served his country and was captured and tortured at the hands of the CIA. I will give you the power to enact your revenge, on the condition that you help me."

"Why would you do this for me? What do you owe my family?"

"I owe your family nothing. I am in need of a team, a team of strong people and you have come to my attention. Do this one thing for me and I will give you that help. I don't care for the CIA and I don't care for the current administration. I plan to overthrow them and establish a new American order. I trust you would take great pleasure in destroying the old regime."

Aleksei stood for a moment contemplating the offer. The temptation was there and it was so inviting. The opportunity to avenge his father and bring back the honour to his family, the honour that had been stripped from a failed mercenary. Being captured and tortured and eventually dying, had the Russian government disavow all knowledge of him. He was a no one, a muddy patch on history.

"I accept," Aleksei said, a smile coming to his face.

A clink of glass and something came flying out of the shadows towards him. With lightening fast reaction, Aleksei caught the object and brought it up to the light. He saw a phial of glass, stoppered with a metal cap, a small rhino engraved on the side. The liquid inside the phial, was a deep grey colour.

"When you're ready, drink this," the figure said. "It will give you power beyond belief."

"What do I do for this?"

"I'll find you when I want payment. Until then."

With that, there was a strange metallic noise, as though several metal legs were moving up the wall and then silence again, just the orchestra of alleyway noises remaining. Aleksei looked down at the phial in his hand, which he then stuffed in his jacket, which he pulled closer around him. He then walked off back to his dwelling.

He got back home, shutting the door behind him, placing the latches across. Aleksei moved through to his living room, where he sat heavily down in his favourite chair. The phial was still in his pocket and he now pulled it out. He looked at it carefully, bringing it closer to his eyes and using the light on the ceiling to analyse it. He wasn't a scientist and had no equipment to study it.

Naturally, he was suspicious at what it was. However, his want and need for revenge, overrode that suspicion. Before he knew what he was doing, he had shaken the stopper out from the phial and raised the glass to his mouth. With one gulp, the liquid ran down his gullet and entered his stomach.

A pause and then, the pain. Oh the pain. It was like nothing Aleksei had ever felt. It was like his body was on fire, flames spreading from his stomach, to each finger tip and every toe. His clothes suddenly began to feel very tight. He looked down at his body and could see every muscle bulging.

Hurriedly, he kicked off his shoes and tried to pull off his jacket and unbutton his shirt. He stopped midway, because the belt of his trousers had begun to cut into his skin. With a yank, the belt broke into two pieces, something a normal human couldn't have done. He pulled down the trousers, as his calfs grew larger.

A grunting noise began to co e from his throat, deeper than ever before. His socks began to give up under the strain of his increasing foot size, fraying into white cotton strands, no longer looking like the socks they had once been. His feet had taken on a short stubby look, more like the feet of a rhinoceros. His skin began to change colour, going from the pale pink/peach to a grey hue. His nails hardened and thickened. With a large tear, all remaining clothes ripped off of his body, falling as rags to the floor.

A sharp pain began to develop on his forehead. Lifting his changing hand to his head, Aleksei felt the sharp point of a horn emerging from his skull, growing to about a foot in length. At the opposite end, at his lower back, he felt with the other hand, a tail growing from his tail bone.

The transformation finished almost as suddenly as it had started. Aleksei was on his knees, panting, the energy being taken out of him. The power though, the power that now flowed through his body was incredible. His skin was thick and tough, his muscles were large and strong. He had grown at least a foot, standing at 7 and half feet. With his horn, that meant he had to stoop to stand fully in his room.

"This is weird," Aleksei said aloud, in a deep gravelly voice, a voice he didn't recognise.

Looking down, he realised that he wasn't wearing any clothes. As he was thinking this, a strange sensation once again filled his body. The floor began to get closer as he shrank and the rhino features disappeared, leaving him standing, naked, in his apartment.

 _BEEP, BEEP!_

His phone had received a text. Aleksei reached down to his shredded trousers and pulled it out of the pocket. He unlocked the screen and loaded the message up.

 _There is more where that came from. It will last longer next time and I'll supply clothing. I hope you're still in. I'll be in contact soon._

Aleksei smiled. Yes, he was in. He felt invincible and unstoppable as the Rhino creature. He would do his father proud. Realising he was still naked, he scrambled around, picking up his ruined clothes, throwing them in the bin and then went through to the bedroom, to get some fresh clothes on. He began to laugh to himself, a laugh that he wouldn't finish until he went to sleep that night.

* * *

In the Ed Sullivan theatre, sat Quentin Beck, a stage hand working behind the scenes of the Late Show with Stephen Colbert. He had become disillusioned with his job of late and wanted to be the one in front of the camera. He had developed many different effects for various television shows he had worked on and longed to show off his talents in a theatre much like this. In fact, often, he would stay in the theatre after hours and practice his various tricks, perfecting them, ready to go out and make it on his own.

Tonight, he had created an effect for one of the sketches on the show, but things hadn't gone to plan. One of his smoke machines had malfunctioned and caused the theatre to fill with acrid smoke, with many people, including Stephen Colbert, having to be rushed to hospital for treatment.

Right now, Quentin was sat in the office of the executive producer, waiting to hear his status of employment. The door opened and the producer walked in.

"Quentin," she said, sitting down behind her desk. "This is the last straw I'm afraid. We've been very patient with you and your ideas, but now you have actually put people in the hospital, including the host, we can't overlook it anymore. You're fired."

"But please, I have found the issue in the system. I hadn't tightened the o valv..."

He was cut off before he could finish, by the door opening again. Two burly men entered. Security.

"Fine," Quentin said. "I'll go, but mark my words, I will prove myself and I will be the greatest visual effects master in the world."

"Just go Quentin," signed the producer.

Quentin was marched out of the theatre and presented with a box full of his possessions at the door. He walked out into the street and the door slammed behind him. He trudged down the street, heading back to his apartment.

He soon arrived, unlocked the door and went in. He dropped the box on the floor by the door, removed his coat and hung it on a hook. That was when he noticed it. A box sat in the middle of his hallway, a box he didn't recognise.

Slowly, Quentin moved towards it. A note was stuck to the top. Carefully, he pulled the note off and opened it up.

Mr Beck,

 _I have been watching your antics in the world of special effects and the inventions you have created. I propose a partnership between us. I will provide the equipment and you will supply the goods. Inside this box, I have provided your new uniform. If you want to join me, put the uniform on and I'll know you're in._

 _Ock_

Quentin eyed the box with some hesitation. Who was this Ock and how had he heard of him? Quentin reached down, picked the box up and took it through to his kitchen, placing it down on the counter top. Taking a knife from a draw, he sliced through the tape and opened up the cardboard flaps.

Quentin reached inside and first pulled out a large glass sphere helmet. Next came a red cloak and then two golden coloured gloves, with large pieces that went over the arms, golden boots and finally, a green unitard, with a cross cross of black lines forming a square design over it.

Now this was cool. It spoke to Quentin's inner child. The thought of prancing around in this suit, made him excited and ready for action. He gathered the pieces together and took them through to his office, where he placed them down on his work bench.

Over the next hour, Quentin examined every inch of this suit and found many secrets held within. Holographic projectors, smoke machines, independent air supplies, circuitry, mini computer chips, advanced software he could only dream about. This suit would allow him to become the master effects man he had always dreamed of being. The mysterious note promised more and a chance of displaying his talent. This was a dream, to be wanted, not mocked or derided, but needed.

That thought decided it for him. He needed to try the suit on and that will let his mysterious benefactor know that he was in.

Having never worn a skintight suit before, it took Quentin a little time to prise himself into the gear. He was more used to dressing other people in special effects clothing, than himself. Finally, the last piece to put on was the goldfish bow like helmet. It clicked into place and a voice suddenly sounded in his ears.

"Mr Beck, a pleasure to finally speak to you. I'm glad you have accepted my proposal. I will be in touch soon with more details regarding our show of your talents. Rest assured that this will be the biggest show of your life and will be seen by millions. Prepare yourself, the Oscars await."

The voice clicked off and Quentin stood there, beaming is face off. Now he was excited to begin. How could he test his suit and his new found technologies. To begin!

* * *

Doctor Otto Octavius sat in his lair smiling to himself. Three new partners all on board. Three partners who would rely on what he had to offer. Three partners who would have compliance forced upon them, should they try and step out of line.

The portal hopper, who would need stability only Ock could provide, the Russian mercenary's son who would need a supply of serum to maintain his new persona and the illusionist who wasn't rich enough to maintain his illusions and would need Ock's technology.

His new team was coming together. The Fearsome Four, a team to take on Spider-Man and his friends. A team to be reckoned with. A team that Ock knew would be the toughest challenge yet for the hero New York loved and loved to hate.

"I'm coming for you Spider. You will rue the day that you thought you could defeat Doctor Octopus."

He let out a maniacal laugh.

"Soon Spider. Soon."

* * *

 **New origins for some classic villains. I had great fun coming up with these new stories for this well known characters. I hope I have done them justice in this tale.**


	20. Attack at Oscorp

**A slight delay in this chapter coming out. The summer is over and work has resumed. I hope to get some more out soon. Enjoy and review if you like it.**

* * *

Liz Allen sat at her desk and smiled at everyone who passed by that day. She was in a state of euphoria. Her brother was back and so close to being normal. It had been a tough couple of days, trying to get Mark to control his powers. Every now and then, he would set fire to something he was touching. Thankfully, due to the generous gift by Johnny Storm, none of those items were his clothes.

She was so grateful to Harry and the team for bringing her brother back to her. She was going out of her way to make it up to him, getting him drinks, sending him regular company updates and trying to make his day at Oscorp, as stress free as she could.

However, Harry didn't want the attention. He didn't want to be pandered to for what they had done. Anyway, it was really Miles and Peter who had managed to subdue Mark in his beastly form. He and Gwen had been on the coms back at the house.

Liz burst into his office for what felt like the millionth time that day.

"Hi again!" she said in a sing song manner. "More files for you to look over. I've categorised them by date and department, with a subcategorisation for author."

Liz took a breath to continue, but Harry held up his hand to stop her.

"Liz, stop! Please. Take a seat."

A slightly taken aback Liz sat in a seat and placed the files on the desk in front of her.

"Liz, I know what you are trying to do," Harry began. "I know you want to make up for what we did for Mark, but please, it's getting too much. You're creating so much work for yourself, more than you should be doing. I appreciate what you have been doing and I will absolutely agree it has made my life easier, but you're treating me like a king. The last time I checked, we don't have a royal family in this country anymore. Please, for your sake, let's just go back to how things were before."

"I have been going a little crazy haven't I?" Liz said.

"Just a little," Harry chuckled.

"Sorry," Liz blushed.

"So, fresh start?" Harry asked.

"Fresh start," agreed Liz.

Harry stood up from his desk and moved around to the front. He motioned for Liz to stand up.

"Keep being you, that's what we love about you. But don't work yourself up."

They both hugged.

There was a knock at the door, which made them pull apart quickly. Liz walked over and opened it, to reveal an intern standing there, cautiously waiting. They handed Liz an envelope and left as quickly as they could, clearly nervous at being sent to the CEO's office to deliver a message.

"What is it?" Harry asked, as Liz brought the envelope into the office and opened it up.

"It's been sent from the mail room. I wonder why it didn't come with the main post."

Her face was filled with puzzlement at the contents.

"It's empty," she said. "Nothing in here at all."

Harry's stomach suddenly turned. There was no way an intern would be sent with an empty envelope and it not be significant.

"Liz, put the envelope down on the desk carefully and move away from it."

Liz did as he said.

"Harry, what's wrong?"

"I don't know yet, but this is too suspicious to not be something dangerous."

Harry pressed a button on his desk and a green light began to scan across the under surface, looking at the items placed on top of it. As it identified the various items, little annotations appeared on the desk's surface. It finally came to the envelope and Harry waited for it to be done, his heart missing a beat when the result came up.

Anthrax.

Without him even having to do anything, the building's security alarms began to blare. Red lights began to revolve around, bathing everything in an almost satanic glow.

"Harry, what's going on?" Liz asked, her voice shaking.

"Someone has sent Anthrax through the mail. The building's security and biohazard systems are putting us in lockdown."

"What does that mean? Are we going to die?"

"Try not to panic Liz, we'll get our scientists to look straight into it."

Harry picked up his phone from his desk and dialed an extension number.

"Tony, we have a problem," Harry said into the phone.

 _"Mister Osborn, that is what I would say is an understatement,"_ Tony Stark said on the other end. _"The system has isolated the virus to the affected parts of the building and they have been hermetically sealed off."_

"I can see that," Harry said, pulling a building holographic schematic up from his desk.

On it, the map showed the immediate area around his office. At least it was a small area. A beeping noise alerted him to another call coming in.

"Hang on Tony, I have another call coming in."

Harry clicked over.

 _"Harry!"_ Gwen's panicked voice said through the speaker. _"What's going on?"_

Harry explained to her the events of the last couple of minutes.

"How did you find out?" he asked.

 _"Your suit alerted my phone."_

"Oh right."

Liz began to cough in Harry's peripheral vision.

"Liz?" Harry asked in concern.

 _"Liz is in there with you?"_ Gwen asked, a hint of jealousy filling her voice. Her wedding was a couple of days away and the last thing she wanted was her husband to be, to be stuck in a building with another woman.

"Yeah, we were having a meeting when the package was delivered. I think the virus may have got into her system."

 _"Are you feeling okay?"_ Gwen asked.

"I feel nothing at the moment," Harry replied.

 _"Have you run a diagnostic test using your suit?"_

"I can do that?"

 _"Yes. Look, I'll do it remotely for you."_

A moment later, Harry felt a warm sensation spread through his torso. As soon as it had started, it finished.

 _"Wow!"_ Gwen said.

"What?" asked Harry.

 _"It's your body. Your immune system is fighting the virus like nothing I have ever seen. You're not going to get sick. It's like your body is able to regenerate at a super level."_

Their conversation was interrupted by Liz.

"Harry," she managed to say, before she keeled over and collapsed to the ground.

"Liz!?"

Harry rushed over to her.

 _"What is it?"_ Gwen asked.

"The virus. It must have been mutated. Its speeding through her system at a catastrophic rate."

Just then, there came a knock at the window. Harry looked over and hovering there was one of Tony Stark's Iron Man suits. As Harry watched, more suits arrived, carrying a medical containment unit. They attached it to the side of the building and held it in place. The side opened and Harry saw another suit inside of it. This one proceeded to break the glass of the window, showering the floor in thousands of tiny shards.

 _"Mr Osborn, we need to get her inside this immediately,"_ Tony's voice said from the suit.

Harry lifted Liz up and began to carry her to the containment unit.

"Gwen, meet me at Stark Tower. Stay away from Oscorp."

 _"Okay, I'll get there as fast as I can."_

She hung up and the line clicked off.

Harry, stumbled into the unit and the door shut behind them. A strange noise sounded and Harry watched as a new pane of glass was built across the window.

"Nanoglass," he said, impressed.

 _"We need to maintain the seal,"_ the Iron Suit said.

The containment unit was detached from the building and flown across the city, to Stark Tower.

It came down smoothly on the roof terrace, where Tony Stark stood with a medical team. The team moved forward and began to erect a tent around the unit. They were soon done and the door opened with a hiss, the air seal breaking.

The team moved in and removed Liz to a waiting bed, where they began to hook up various pieces of equipment. Harry was scanned over and his clothes were taken from him, including his Spidey suit.

"No please don't take that," he pleaded to no avail.

He was given a pair of grey jogging bottoms, a plain t-shirt, white underwear and socks and a pair of converse shoes to wear after he was given a thorough wash. He now stood, still with damp hair, outside the tent with Tony, looking in at Liz, who seemed to be getting worse.

A sound of feet and panting came behind them and they both turned to see Gwen running towards them.

"How is she doing?" Gwen asked, coming to a halt, doubling over to get her breath back.

"Not good. She isn't responding to treatment."

"Does Mark know?"

"I sent a message when I came out of the decontamination. I haven't heard back."

The chief medic signalled to Tony, who walked over to a communicator on the outside of the tent. A moment later, he came back over, a sombre look on his face.

"She's going fast. The anthrax has been mutated beyond our known antigens. We don't know how long we can keep her alive."

Harry and Gwen's faces dropped. Their friend was in need of help and they didn't know how to help her.

At that moment, Scarlet Spider, Kid Arachnid and Molten Man landed on the roof, the buildings security systems jumping to life and aiming right at them.

"Wait!" Harry cried. "They're friendly!"

Tony pushed a button on his watch and the systems retracted and stood down. Mark came storming over, glowing brighter and brighter.

"What happened!" he demanded.

Harry calmly explained everything and watched as Mark's shoulders slumped, as he became more worried.

"What can we do?" he finally asked, as Harry finished.

"We've exhausted all our options," Tony said.

"No we haven't," Gwen said suddenly.

"What have we missed?" Tony asked.

"Blood. We could give her a blood transfusion. Harry wasn't affected because his blood has been modified. That maybe the same with these three as well," she gestured to the two Spiders and Mark. "If Mark was to give her some of his blood, that might work."

"What blood type are you?" Tony asked Mark.

"I'm A-negative, but I don't know what Liz is."

"Let me check."

Tony went to the tent once more and was soon back, shaking his head.

"Liz is B-positive. You won't be a match. Is anyone else either B-positive or AB-positive?"

Scarlet and Kid Arachnid shook their heads, but Harry had a sudden click in his mind.

"I'm O-positive. I can give to her."

"Are you sure?" Gwen and Mark said at the same time, Gwen with concern and Mark with hope.

"Absolutely. If it will help, I need to do it. There is no point in being the friendly neighbourhood Spider-Man, if I can't save my friend."

"That settles it then. Let's take your blood," Tony said.

* * *

Half an hour later, Harry had had a pint of blood taken from him and this was now hooked up on a drip, into Liz's arm. It was already having an effect. Her temperature was coming down and her body was responding positively to other medical treatment.

The medical team had moved her to a secure treatment room inside of Stark Tower and the group were now stood behind a glass wall, watching her being treated. Harry was nursing his arm, where the needle had been stuck in.

"Why is it all happening to us?" Mark was saying constantly under his breath. "All the bad things happening to us."

Harry nodded to Peter, who had taken his mask off and he understood the signal.

"Come on Mark," he said. "Let's go and get some fresh air."

With a little resistance, Peter steered Mark away from the glass and back out to the roof of the Tower. Another nod to Miles, saw him too disappear, leaving him and Gwen standing alone, Tony having gone back to his office a short time ago.

"So," Harry began.

"So," Gwen replied.

"I'm an idiot."

"Why?" Gwen asked, turning to her fiancée. "Might it be the fact that a deadly disease was released into your office and your friend and employee nearly died?"

"Yeah, something like that," Harry said, a small smile forming and his head bowing down. "Someone tried to kill me, not Liz. I'm worried about why, but also worried about the implications of me walking out of here today. If they're watching, they will wonder why I am fine and why Liz is still being treated."

"You think we should delay the wedding?" Gwen asked tentatively.

"I don't want to at all. We have both been looking forward to it for ages. I really want to go ahead."

"Then let's do it. We can get Tony to put out a press release about what happened and we can change a few facts, make whoever did this, think it didn't work. We could say that Liz wants to stay out of the public spotlight and wants to forget about the whole thing, which I'm sure she would say if she could."

"I'll talk to Tony and see what we can do. I don't want anything from stopping us getting married."

They stood there watching the medics finish their checks and processes. What was going on and who was behind it? Was this all Otto Octavius, or was someone else playing their cards? The attack didn't feel like Otto's style. He was someone who liked the theatrics, the show for the people. This was contained inside the walls of Oscorp, where no one would really see it.

Harry wanted to find the culprits and he wanted to keep his friends safe. He was now wondering is he could actually do this. With his friend's help, he knew he could.


End file.
